Common use of Restricted Payments, etc Clause in Contracts

Restricted Payments, etc. (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any Dividends, except that: (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Default.

Restricted Payments, etc. The Company will not, and will not permit any of its Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: (a) Borrower will notRestricted Payments made by Subsidiaries to the Company, nor will Borrower permit Guarantor Wholly Owned Subsidiaries or any of their respective Subsidiaries tojoint venture partners, authorizeincluding, declare or pay any Dividendswithout limitation, except that:Restricted Payments to consummate the Potential Corporate Restructuring; (ib) any the Company and each Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower make dividend payments or to any Subsidiary other distributions payable solely in Capital Securities of Borrower; andsuch Person; (iic) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (Restricted Payments in addition to those permitted pursuant an aggregate amount up to the preceding clause greater of $50,000,000 and 5.0% of Consolidated Total Assets in any Fiscal Year plus 50% of Consolidated Net Income for such year (icommencing with Fiscal Year ending on December 31, 2017 and provided that for purposes of calculating Consolidated Net Income under this Section 7.2.6 (c), Consolidated Net Income shall not be less than zero), so long as (Ax) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are to any such Restricted Payments made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, pursuant to this clause on a pro forma basis for the most recently ended Reference Period, the Total Net Leverage Ratio does not exceed 3.75 to 1.00 (giving effect it being understood that any unused amount from any Fiscal Year may be carried over to the payment of the applicable Dividend). next Fiscal Year) and (by) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification immediately before and immediately after giving to the Administrative Agent that the Total Leverage Ratio, such Restricted Payments on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Datebasis, equal no Default or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; providedcontinuing; (d) additional Restricted Payments in an unlimited amount, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies(x) after giving effect to any such Restricted Payments made pursuant to this clause on a pro forma basis for the most recently ended Reference Period, the Total Net Leverage Ratio does not exceed 2.50 to 1.00 and (y) immediately before and immediately after giving effect to such Restricted Payments on a pro forma basis, no Default or has taken all other actions necessary to qualifyEvent of Default shall have occurred and be continuing; (e) the payment of any Restricted Payment within 60 days after the date of declaration thereof or notice of thereof if such Restricted Payment or payment thereof, as a “real estate investment trust” under the Code during case may be, would have been permitted on the date of declaration or notice; and (f) Restricted Payments made in connection with any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally long term incentive plans in an aggregate amount not to exceed $15,000,000 per Fiscal Year (it being understood that any unused amount from any Fiscal Year may be carried over to the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Defaultnext Fiscal Year).

Restricted Payments, etc. On and at all times after the Restatement Effective Date, (a) the Borrower will notnot declare, nor will pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit Guarantor or any of their respective its Subsidiaries toto apply, authorizeany of its funds, declare property or pay assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any Dividendsof its Subsidiaries to purchase or redeem, except any shares of any class of Capital Securities (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding) of the Borrower (collectively, “Restricted Payments”); provided, that: (i) any Subsidiary of subject to clause (ii) below, the Borrower may authorize, declare make Restricted Payments of dividends on the Borrower’s Capital Securities so long as no Default has occurred and pay cash Dividends to Borrower is continuing or to any Subsidiary of Borrower; andwould be caused thereby; (ii) Guarantor, the Borrower and any may make Restricted Payments of their respective Subsidiaries may authorize, declare extraordinary dividends or pay Dividends from time to time repurchase the Borrower’s Capital Securities (in addition to those permitted other than pursuant to the preceding clause (ia)(iii)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have has occurred and be is continuing or would result from any such Dividend or other paymentbe caused thereby; provided, however, that notwithstanding if the restrictions of Section 7.2.6(a) or Investment Grade Rating Date has not occurred, such Restricted Payments shall not exceed $150,000,000 in the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during aggregate in any Fiscal Year for those Fiscal Quarters in such Fiscal Year during which either (A) subject to Section 4.7, the Net Debt to EBITDA Ratio is equal to or greater than 3.75:1 as set forth in the Compliance Certificate most recently delivered to the Administrative Agent or (B) the Net Debt to EBITDA Ratio is equal to or greater than 3.75:1 after giving pro forma effect to such Restricted Payments as of Guarantor(and including) the computation date of the Compliance Certificate most recently delivered to the Administrative Agent; (iii) the Borrower may make Restricted Payments in connection with the 2012 Self Tender and the 2012 Affiliate Purchase in accordance with the terms of the 2012 Offer Documents; provided that Restricted Payments made in connection with the 2012 Self Tender and the 2012 Affiliate Purchase shall not exceed $1,500,000,000 in the aggregate; and (iv) in addition to any repurchase of its stock held by employees constituting management in connection with the 2012 Self Tender, the Borrower may authorizerepurchase its stock held by employees constituting management, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed $5,000,000 in any Fiscal Year and an aggregate amount of $20,000,000 (amounts unused in any Fiscal Year may be used in the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless immediately succeeding Fiscal Year); (b) the Borrower receives notice from will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Subordinated Debt other than (A) in the Administrative Agent case of interest only, on the stated, scheduled date for such payment of interest set forth in the applicable Sub Debt Documents or (B) which would not violate the terms of this Agreement or the subordination provisions of the applicable Sub Debt Documents; or (ii) redeem, retire, purchase or defease any monetary Event Subordinated Debt unless no Default has occurred and is continuing or would result therefrom; and (c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of Default or other material Event of Defaultthe foregoing purposes (except in connection with any permitted expenditure described in clauses (a) and (b) above).

Restricted Payments, etc. The Company will not, and will not permit any Restricted Subsidiary to, declare, pay or make any payment, dividend, distribution or exchange (in cash, property or obligations) on or in respect of any class of Capital Stock (now or hereafter outstanding) of the Company or on any warrants, options or other rights with respect to any class of Capital Stock (now or hereafter outstanding) of the Company (other than (i) dividends or distributions payable in its Capital Stock or warrants to purchase its Capital Stock and (ii) splits or reclassifications of its Capital Stock into additional or other shares of its Capital Stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase, redeem or exchange, any shares of any class of Capital Stock (now or hereafter outstanding) of the Company, or warrants, options or other rights with respect to any class of Capital Stock (now or hereafter outstanding) of the Company (the 114 foregoing prohibited acts being herein collectively referred to as "Restricted Payments"); provided, however, that the Company shall be permitted to make Restricted Payments to Holdco to the extent necessary to enable Holdco to (a) Borrower will not, nor will Borrower permit Guarantor or pay its overhead expenses (including advisory fees in an amount not to exceed $300,000 in the aggregate in any of their respective Subsidiaries to, authorize, declare or Fiscal Year) in an amount not to exceed $500,000 in the aggregate in any Fiscal Year; (b) pay any Dividends, except that:taxes; (c) so long as (i) any Subsidiary of Borrower may authorize, declare no Default shall have occurred and pay cash Dividends to Borrower be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (ii) after giving effect to the making of such Restricted Payment, the Company shall be in pro forma compliance with the covenant set forth in clause (a) of Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, and (iii) an Authorized Officer of the Company shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Company's pro forma compliance with the covenant set forth in clause (a) of Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (c)(i) and (c)(ii) above, repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdco, or any warrant, option or other right to acquire any such Capital Stock of Holdco or the Capital Stock of any Person that directly or indirectly holds the Capital Stock of Holdco, held by any director, member of management or an employee of the Company or any Restricted Subsidiary pursuant to any employment agreement, management equity subscription agreement, restricted stock plan, stock option agreement or other similar arrangement so long as the total amount of Borrowersuch repurchases, redemptions, acquisitions, retirements and payments shall not exceed a maximum amount of (A) $12,000,000 during the term of this Agreement plus (B) the aggregate cash proceeds and aggregate principal amount of any notes received by the Company during such calendar year from any reissuance of Capital Stock of Holdco, and warrants, options and other rights to acquire Capital Stock of Holdco, by Holdco or the Company to directors, members of management and employees of the Company and the Restricted Subsidiaries (to the extent such proceeds are not otherwise required to be applied pursuant to clause (d) of Section 3.1.1); and (iid) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at shall have occurred and be continuing, pay cash interest on the time of the respective authorizationHoldco Discount Notes; provided, declaration or payment or would exist immediately after giving effect theretohowever, that no such Restricted Payment made pursuant to this clause (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”d) shall be permitted only upon Borrower’s certification (i) prior to February 15, 2004 and (ii) unless the chief financial officer, chief accounting officer or treasurer of the Company has delivered a certificate to the Administrative Agent certifying that the Total 115 Leverage Ratio, Ratio (calculated on a pro forma basis after giving effect to such Share Repurchase would not be (iRestricted Payment) during for the first three years following period of four Fiscal Quarters ending on the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary last day of the Closing Date, equal most recent Fiscal Quarter for which the relevant financial information has been delivered pursuant to clause (a) or exceed fifty-five percent clause (55%). (cb) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount 7.1.1 is not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Defaultgreater than 2.00:1.

Restricted Payments, etc. KIL will not, and will not permit any of the Subsidiaries to, (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay make a Restricted Payment or make any Dividendsdeposit for any Restricted Payment; provided that notwithstanding the foregoing, except that:KIL shall be permitted to declare or make Restricted Payments (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and in an unlimited amount if (iiw) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorizationlast day of the most recent Fiscal Quarter end, declaration or payment or would exist immediately the Total Leverage Ratio was less than 4.5:1, (x) both before and after giving effect theretoto such Restricted Payment, no Default has occurred and is continuing or would result therefrom, (By) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on KIL shall have delivered a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification Compliance Certificate to the Administrative Agent certifying to that the Total Leverage Ratioeffect and evidencing, on a pro forma basis after giving effect to such Share Repurchase would Restricted Payment, compliance with each of the covenants set forth in Section 7.2.4, and (z) the Atlantis Phase III expansion has officially opened; or (ii) in an aggregate amount up to $50,000,000 per Fiscal Year, when aggregated with the amount of Subordinated Notes prepaid, purchased, redeemed or defeased under clause (b)(ii), if the requirements of clause (a)(i) above are not be met. (b) (i) during make any payment or prepayment of principal of, or interest on, any Subordinated Notes (A) on any day other than, in the first three years following case of interest only, the Closing Datestated scheduled date for such payment of interest set forth in the applicable Subordinated Notes or in the applicable Subordinated Note Indenture, equal or exceed sixty percent (60%B) and which would violate the terms of the Subordination Provisions of such Subordinated Note Indenture; or (ii) at redeem, purchase or defease any time from Subordinated Notes; provided, that notwithstanding the foregoing, KIL shall be permitted to prepay, purchase, redeem or defease Subordinated Notes if (A) in an unlimited amount if (w) as of the last day of the most recent Fiscal Quarter end, the Total Leverage Ratio was less than 4.5:1, (x) both before and after giving effect thereto, no Default has occurred and is continuing or would result therefrom, (y) KIL shall have delivered a Compliance Certificate to the third anniversary Administrative Agent certifying to that effect and evidencing, on a pro forma basis after giving effect to thereto, compliance with each of the Closing Datecovenants set forth in Section 7.2.4, equal and (z) the Atlantis Phase III expansion has officially opened; or (B) the principal amount so paid, prepaid, purchased, redeemed or defeased which does not meet the requirements of clauses (b)(A)(w)-(z), when aggregated with the amount of Restricted Payments paid under clause (a)(ii), does not exceed fifty-five percent (55%)$50,000,000 in the aggregate during any Fiscal Year. (c) No Dividend, including make any Share Repurchase, deposit for any of the foregoing purposes in excess of the amounts permitted by clause (a) or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; (b). provided, however, that notwithstanding to the restrictions extent the amount of Section 7.2.6(aall Restricted Payments under clause (a) or the first part and all payments and prepayments of this sentenceprincipal of, for so long as Guarantor qualifiesand interest on, or has taken all other actions necessary to qualify, as a “real estate investment trust” any Subordinated Notes under the Code clause (b) actually made during any Fiscal Year of Guarantorare less than $50,000,000 in the aggregate during such Fiscal Year, the Borrower may authorize, declare and pay quarterly cash Dividends (which then such unused amount may be based on estimatescarried forward to (but only to) the next succeeding Fiscal Year (any such amount to Guarantor when and be certified by KIL to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent in the Compliance Certificate delivered for the last Fiscal Quarter of such Fiscal Year, and any monetary Event of Default or other material Event of Defaultsuch amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to KIL and its Subsidiaries using the $50,000,000 base amount for such succeeding Fiscal Year).

Restricted Payments, etc. (a) Neither the Borrower will notnor the other Restricted Parties shall, nor will Borrower shall any of them permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any Dividends, except that: (i) make any Restricted Payments except: (A) as may be agreed from time to time pursuant to the terms of any Intercreditor Agreement; (B) a non-wholly owned Subsidiary of the Borrower may authorize, declare make a Restricted Payment provided that no holder of an Equity Interest in such Subsidiary receives a portion of the total Restricted Payment which is in excess of the percentage of Equity Interests which it owns in such Subsidiary and pay cash Dividends to Borrower or to any Subsidiary of Borrowerthe applicable Hudbay Group Member receives its pro rata share; and (iiC) Guarantor, the Borrower and may make additional Restricted Payments; provided that, (I) in the case of any Restricted Payment made in reliance of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)this Section 8.6(h)(i)(C), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis and after giving effect to such Share Repurchase would Restricted Payment: a) no Default or Event of Default shall have occurred and be continuing; and b) the aggregate of all Restricted Payments made in reliance on this Section 8.6(h)(i)(C) in any fiscal year of the Borrower shall not be exceed the RP Basket Amount; and (II) the Borrower has delivered to the Agent, at least two Banking Days prior to such Restricted Payment, an officer's certificate setting forth the amount of the Restricted Payment, certifying that the foregoing conditions are satisfied and setting forth reasonably detailed calculations of the RP Basket Amount and demonstrating satisfaction of the condition set forth in paragraph (A) above; or (ii) purchase, redeem or repay prior to their Stated Maturity in cash any notes or other debt securities issued pursuant to the Note Indenture or referred to in paragraphs (g), (h), (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%o) and (ii) at any time from and after the third anniversary of the Closing Datedefinition of Permitted Debt without the prior written consent of the Required Lenders unless: (A) subject to clause 8.6(h)(ii)(C), equal or exceed fifty-five percent there is no outstanding balance under the Credit at the time of such Restricted Payment; (55%B) no amount shall be drawn under the Credit for purposes of the Restricted Payment made in reliance on this Section 8.6(h)(ii); and (C) less than an aggregate face amount of US$150,000,000 of Letters of Credit are outstanding under the Credit and the HB Peru ARCA at the time of such Restricted Payment. (ciii) No DividendNotwithstanding Section 8.6(h)(i)(A), including any Share Repurchasethe Borrower shall not make, or other payment may be paid agree to pay or made under this Section 7.2.6 at make, directly or indirectly, any time that an Restricted Payment if a Default or Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, could occur as a “real estate investment trust” under the Code during any Fiscal Year consequence of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Default.such Restricted Payment

Restricted Payments, etc. (a) Borrower will notOn and at all times after the Effective Date, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any Dividends, except that:the Borrower (i) will not declare, pay or make any Subsidiary dividend or distribution (in cash, property or obligations) on any shares of Borrower may authorize, declare and pay cash Dividends to any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any Subsidiary shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or split-ups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower; (ii) will not, and will not permit any of its Subsidiaries to, pay, prepay or repay any principal amount of, or make any payment of interest on, or redeem, purchase, set aside any funds for or defease, or give any notice of redemption for, or purchase or otherwise acquire, any Senior Subordinated Notes, other than pursuant to a "put" provision triggered on the Effective Date pursuant to a Change of Control (as defined in the Senior Subordinated Notes); and (iiiii) Guarantorwill not, Borrower and will not permit any of their respective its Subsidiaries may authorizeto, declare or pay Dividends from time to time (make any deposit for any of the purposes described in addition to those permitted pursuant to the preceding clause (ia)(i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that that, notwithstanding the restrictions of Section 7.2.6(aclauses (a)(i), (a)(ii) or the first part and (a)(iii) of this sentenceSection 7.2.6, for the Borrower may, (a) subject to the subordination provisions applicable thereto, make payments of interest accrued on the Senior Subordinated Notes when due, provided that no Default has occurred and is continuing and (b) redeem Senior Subordinated Notes in an amount not in excess of $25,000,000 outstanding at such time (or if less than such amount at any time, the Permitted Amount), through open market purchases so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year purchase price of Guarantor, such Senior Subordinated Debt does not exceed 112% of the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate face amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Defaultthereof.

Restricted Payments, etc. The Borrower and the Co-Borrowers will not declare or make a Restricted Payment (including the making of any Restricted Payment to Parent to pay the principal or interest accrued on either the Seller Notes and the 399VP Notes), or make any deposit for any Restricted Payment, other than (a) Restricted Payments made by the Co-Borrowers to the Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any Dividends, except that:other Co-Borrowers, (b) Restricted Payments made to Parent to the extent necessary to enable Parent to (i) pay its overhead expenses in an amount not to exceed $2,000,000 in the aggregate in any Subsidiary Fiscal Year (which amount shall be reduced dollar-for-dollar to the extent of Borrower may authorizeany Investments made pursuant to clause (j)(i) of Section 7.2.5), declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower pay Taxes and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), iii) so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from any the making of such Dividend or other payment; providedRestricted Payment, however, that notwithstanding (B) after giving effect to the restrictions making of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantorsuch Restricted Payment, the Borrower may authorizeand the Co-Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 7.1.1, declare and pay quarterly cash Dividends (which may be based on estimatesC) to Guarantor when and an Authorized Officer of the Borrower shall have delivered a certificate to the extent necessary Agent in form and substance satisfactory to the Agent (including a calculation of compliance with the covenants set forth in Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (A) and (B) above, repurchase, redeem or otherwise acquire or retire for Guarantor value any Capital Stock of Parent, or any warrant, option or other right to distributeacquire Capital Stock of Parent, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless held by any member of management of the Borrower receives notice or any Co-Borrower pursuant to any management equity subscription agreement or stock option agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock, warrants, options and other rights shall not exceed $1,000,000 in the aggregate from the Administrative Agent Closing Date through the life of any monetary Event of Default or other material Event of Defaultthis Agreement.

Restricted Payments, etc. (a) The Borrower will not, nor and will Borrower not permit Guarantor or any of their respective its Restricted Subsidiaries to, authorize, declare or make a Restricted Payment (including the making of any Restricted Payment to Parent to pay the principal or interest accrued on either the Seller Notes or the 399VP Notes), or make any Dividendsdeposit for any Restricted Payment, except that:other than (a) Restricted Payments made by Restricted Subsidiaries to the Borrower or wholly-owned Restricted Subsidiaries, (b) Restricted Payments made to Parent to the extent necessary to enable Parent to (i) pay its overhead expenses in an amount not to exceed $2,000,000 in the aggregate in any Subsidiary Fiscal Year (which amount shall be reduced dollar-for-dollar to the extent of Borrower may authorizeany Investments made pursuant to clause (j)(i) of Section 7.2.5), declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower pay Taxes and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), iii) so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default result from any the making of such Dividend or other payment; providedRestricted Payment, however, that notwithstanding (B) after giving effect to the restrictions making of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantorsuch Restricted Payment, the Borrower may authorize, declare and pay quarterly cash Dividends shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (which may be based on estimatesa) to Guarantor when and to the extent necessary for Guarantor to distributeor clause (b) of Section 7.1.1, and Guarantor may so distribute, cash Dividends to its shareholders generally in (C) an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless Authorized Officer of the Borrower receives notice from shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of the Borrower's compliance with the covenants set forth in Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (A) and (B) above, repurchase, redeem or otherwise acquire or retire for value any monetary Event Capital Stock of Default Parent, or any warrant, option or other material Event right to acquire Capital Stock of DefaultParent, held by any member of management of the Borrower or any of its Restricted Subsidiaries pursuant to any management equity subscription agreement or stock option agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock, warrants, options and other rights shall not exceed $1,000,000 over the life of this Agreement.

Restricted Payments, etc. (a) Borrower The Company and the Parent Guarantor will notnot (or apply to the Bankruptcy Court to do so) declare, nor will Borrower permit pay, or make any dividend or distribution (in cash, Property, or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Company or the Parent Guarantor or on any warrants, options, or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Company or the Parent Guarantor (excluding dividends or distributions payable in its common stock (other than Redeemable Stock) or warrants to purchase its common stock or splitups or reclassifications of its common stock into additional or other shares of its common stock) or apply, or permit any of their respective Subsidiaries toto apply, authorizeany of its funds, declare or pay any DividendsProperty to the purchase, except that: (i) any Subsidiary of Borrower may authorizeredemption, declare and pay cash Dividends to Borrower sinking fund, or to any Subsidiary of Borrower; and (ii) Guarantorother retirement, Borrower and or agree, or permit any of their respective Subsidiaries may authorizeto agree, declare to purchase or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoingredeem, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, shares of any class of Borrower’s capital stock (now or hereafter outstanding) of the Company or the Parent Guarantor’s outstanding Capital Stock , or warrants, options, or other rights with respect to any shares of any class of capital stock (eachnow or hereafter outstanding) of the Company or the Parent Guarantor (all of the foregoing non-excluded dividends, a “Share Repurchase”distributions, application of funds or Property, purchases, redemption and similar payments collectively being herein called "Distributions") except that (i) the Company shall be permitted to purchase, redeem, retire, or otherwise acquire and to declare, pay, or make dividends or other distributions on its 4-1/8% Preference Stock, par value $100 per share, 4-3/4% Preference Stock (1957 Series), par value $100 per share, 4-3/4% Preference Stock (1959 Series), par value $100 per share, and 4-3/4% Preference Stock (1966 Series), par value $100 per share, in each case only upon Borrower’s certification to in accordance with the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary terms of the Closing DateRestated Certificate of Incorporation, equal or exceed fifty-five percent and in each case unless (55%). (cA) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from and (B) the Company shall have been instructed by the Agent in writing not to make any such Dividend Distribution; (ii) the Company shall be permitted to purchase, redeem, retire, or otherwise acquire and to declare, pay, or make dividends or other payment; provideddistributions on any shares of the Preferred Stock (USWA), howeverin each case unless (A) an Event of Default shall have occurred and be continuing and (B) the Company shall have been instructed by the Agent in writing not to make any such Distribution; (iii) the Company shall be permitted to pay for the benefit of, or to reimburse, the Parent Guarantor for the reasonable out-of-pocket expenses actually incurred (and documented as such) by the Parent Guarantor for services rendered to the Parent Guarantor by Persons who are not Affiliates or employees of the Parent Guarantor, MAXXAM, the Company or any of their respective Subsidiaries (provided that notwithstanding payments of legal fees and expenses to a law firm of which an Affiliate of the restrictions of Section 7.2.6(aCompany is a member shall be permitted) in connection with the registration, issuance or sale (or the first part proposed registration, issuance or sale) of this sentence, for so long as securities of the Parent Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for that the net proceeds of such issuance or sale are (or, in the case of a proposed registration, issuance or sale, are proposed to be) used by the Parent Guarantor to distributemake a loan or capital contribution to, or purchase securities of, the Company; and (iv) the Company shall be permitted to make Distributions to the Parent Guarantor of all or a portion of the KT Note and accrued interest thereon. (b) Except as provided in the First-Day Orders, the Company will not, and Guarantor may so distributewill not permit any of the Secured Guarantors to voluntarily prepay or repay, cash Dividends redeem, purchase or otherwise satisfy prior to its shareholders generally in an aggregate amount scheduled maturity any Indebtedness (or apply to the Bankruptcy Court to do so) other than (i) the Company may repay or prepay the Obligations and (ii) any Subsidiary of the Company may repay or prepay any Indebtedness owing to the Company or any Guarantor; and (c) The Company and the Parent Guarantor will not, and will not to exceed permit any of their respective Subsidiaries to, make any deposit for any of the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Defaultforegoing purposes.

Restricted Payments, etc. On and at all times after the Effective Date: (a) Borrower the Company will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, not declare or pay any Dividendsdividends, either in cash or property, on any shares of its capital stock of any class (except that: (i) any Subsidiary dividends or other distributions payable solely in shares of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary common stock of Borrowerthe Company); and (b) the Company will not directly or indirectly, or through any Subsidiary, purchase, redeem or retire any shares of its capital stock of any class or any warrants, rights or options to purchase or acquire any shares of its capital stock except (i) the redemption of stock prior to the date hereof in connection with the Stock Redemption Agreement between Norrxxx Xxxporation and the ServiceMaster Company Limited Partnership dated February 11, 1994, (ii) Guarantor, Borrower and any the transfer of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted stock pursuant to the preceding cancellation of the Common Stock Purchase Agreement by and between Norrxxx Xxxporation and International Business Machines Corporation dated May 4, 1992 at a cost to the Company not in excess of $19.75 per share for 580,947 shares, and (iii) redemptions or purchases from Norrxxx Xxxociates not in excess of $2,500,000 in any Fiscal Year; and (c) the Company will not, and will not permit any of its Subsidiaries to (1) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt, or which would violate the subordination provisions of such Subordinated Debt; or (2) redeem, purchase or defease, any Subordinated Debt; and (d) the Company will not make any other payment or distribution, either directly or indirectly or through any subsidiary, in respect of its capital stock or Subordinated Debt; (such declarations or payments of dividends, purchases, redemptions or retirements of capital stock and warrants, rights, or options, and all such other distributions being herein collectively called "Restricted Payments"); provided, that the Company may make Restricted Payments if after giving effect to any such Restricted Payment (i) the aggregate amount (not including any redemptions or purchases specifically permitted under clause (i))b) above) of such Restricted Payments made since November 1, so long as 1993, does not exceed 40% of the Company's Consolidated Net Income for the period since November 1, 1993 and (Aii) no Default or Event of Default exists shall exist and be continuing at the time of such Restricted Payment or after giving effect thereto. The Company will not declare any dividend which constitutes a Restricted Payment payable more than 60 days after the date of declaration thereof. For the purposes of this Section, the amount of any Restricted Payment declared, paid or distributed in property of the Company shall be deemed to be the greater of the book value or fair market value (as determined in good faith by the Board of Directors of the Company) of such property at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment making of the applicable Dividend)Restricted Payment in question. (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Default.

Restricted Payments, etc. On and at all times after the Effective Date: (a) the Borrower will notnot declare, nor will pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit Guarantor or any of their respective its Restricted Subsidiaries toto apply, authorizeany of its funds, declare property or pay assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any Dividendsof its Restricted Subsidiaries to purchase or redeem, except that: any shares of any class of capital stock (inow or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any Subsidiary shares of any class of capital stock (now or hereafter outstanding) of the Borrower; provided, however, that the Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time declare, pay or make any dividend or distribution to International from and to the extent of the aggregate cash proceeds received by the Borrower (net of all taxes, commissions, and other fees and expenses paid or payable in addition to those permitted connection therewith) from the liquidation of, or any dividend, interest, repayment or distribution from, any Investment originally made pursuant to the preceding clause (i)), so long as (Af)(i) no Event of Default exists at Section 7.2.5 from the time proceeds of a contribution to the Borrower's common capital stock account by International or any Investment of the respective authorizationnature referred to in clause (g) of Section 7.2.5 , declaration or payment or would exist immediately but, in each case, only if after giving effect thereto, (B) calculations are made by Borrower establishing compliance with thereto no Default of the financial covenants contained nature referred to in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase 8.1.1 or other acquisition 8.1.9 or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing continuing; (b) the Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) make any payment or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions prepayment of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifiesprincipal of, or has taken all other actions necessary to qualifymake any payment of interest on, as a “real estate investment trust” under any Subordinated Intercompany Debt, except payment when due in accordance with the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Default.terms thereof of

Restricted Payments, etc. The Company will not, and will not permit any of its Subsidiaries to, declare or make a Restricted Payment other than: (a) Borrower will not, nor will Borrower permit Guarantor Restricted Payments made by (i) a Subsidiary of the Company to the Company or (ii) a Subsidiary of the Company to another Subsidiary of the Company; (b) Restricted Payments made in connection with the repurchase of the Company’s or any of their respective Subsidiaries toits Subsidiaries’ Capital Stock or Options held by the officers, authorize, declare directors and employees of the Company or pay any Dividends, except that: (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i))its Subsidiaries, so long as each such repurchase is pursuant to, and in accordance with the terms of, a management and/or employee stock plan, a management and/or employee benefit plan, a stock subscription or similar agreement or a shareholder or similar agreement approved by the board of directors or comparable governing body of any Subsidiary of the Company that is bound thereby, is made in accordance with the LLC Agreement (Aas such agreement exists on the date hereof, a copy of which has been furnished to the Lenders) or as required by Applicable Law; (c) so long as no Event of Default exists at the time of the respective authorizationhas occurred and is continuing, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are Restricted Payments made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 Company’s Subsidiaries to the Company to enable the Company to make distributions sufficient for the Test Period, on a pro forma basis (giving effect Company or its members to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other paymentpay Taxes; provided, however, that notwithstanding the restrictions aggregate amount of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as such Restricted Payments that may be made by a “real estate investment trust” under the Code during Company Subsidiary in any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount shall not to exceed the minimum amount necessary product of (A) the Tax Rate and (B) the aggregate net taxable income of the Company that is derived from such Subsidiary for Guarantor the most recently ended Fiscal Year. “Tax Rate” means the sum of (1) the maximum federal income tax rate applicable to maintain individuals for the calendar year that includes the end of the most recently ended Fiscal Year, plus (2) the product of (x) the maximum state and local income tax rate for such calendar year applicable to individuals residing in the locality in which the Subsidiary has its tax status as a real estate investment trust, unless principal place of business and (y) the Borrower receives notice from excess of one hundred percent (100%) over the Administrative Agent of any monetary Event of Default or other material Event of Default.rate described in (1) above; and

Restricted Payments, etc. On and at all times after the Effective Date, (a) subject to clause (b)(ii), the Borrower will notnot declare, nor will pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Securities (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit Guarantor or any of their respective its Subsidiaries toto apply, authorizeany of its funds, declare property or pay assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any Dividendsof its Subsidiaries to purchase or redeem, except any shares of any class of Capital Securities (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Securities (now or hereafter outstanding) of the Borrower (collectively, “Restricted Payments”); provided, that: (i) any Subsidiary of subject to clause (ii) below, the Borrower may authorize, declare make Restricted Payments of dividends on the Borrower’s Capital Securities so long as no Default has occurred and pay cash Dividends to Borrower is continuing or to any Subsidiary of Borrower; andwould be caused thereby; (ii) Guarantor, the Borrower and any may make Restricted Payments of their respective Subsidiaries may authorize, declare extraordinary dividends or pay Dividends from time to time (in addition to those permitted pursuant to repurchase the preceding clause (i)), Borrower’s Capital Securities so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have has occurred and be is continuing or would result from any such Dividend or other paymentbe caused thereby; provided, however, that notwithstanding if the restrictions of Section 7.2.6(a) or Investment Grade Rating Date has not occurred, such Restricted Payments shall not exceed $150,000,000 in the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during aggregate in any Fiscal Year for those Fiscal Quarters in such Fiscal Year during which either (a) the Net Debt to EBITDA Ratio is equal to or greater than 2.50:1 as set forth in the Compliance Certificate most recently delivered to the Administrative Agent or (b) the Net Debt to EBITDA Ratio is equal to or greater than 2.50:1 after giving pro forma effect to such Restricted Payments as of Guarantor, (and including) the computation date of the Compliance Certificate most recently delivered to the Administrative Agent; and (iii) the Borrower may authorizerepurchase its stock held by employees constituting management, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed $5,000,000 in any Fiscal Year and an aggregate amount of $20,000,000 (amounts unused in any Fiscal Year may be used in the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless immediately succeeding Fiscal Year); (b) the Borrower receives notice from will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Subordinated Debt other than (A) in the Administrative Agent case of interest only, on the stated, scheduled date for such payment of interest set forth in the applicable Sub Debt Documents or (B) which would not violate the terms of this Agreement or the subordination provisions of the applicable Sub Debt Documents; or (ii) redeem, retire, purchase or defease any monetary Event Subordinated Debt unless no Default has occurred and is continuing or would result therefrom; and (c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of Default or other material Event of Defaultthe foregoing purposes (except in connection with any permitted expenditure described in clauses (a) and (b) above).

Restricted Payments, etc. (a) Borrower will notDeclare or make, nor will Borrower permit Guarantor directly or indirectly, any of their respective Subsidiaries toRestricted Payment, authorizeor incur any obligation (contingent or otherwise) to do so unless at the time and after giving effect thereto on a Pro-Forma Basis, declare or pay any Dividends, except that: (i) any Subsidiary the Total Leverage Ratio as of Borrower may authorize, declare the end of the most recent fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 6.01 is less than 3.0:1.0 and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower no Default shall have occurred and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend)be continuing. (b) Without limitation of Notwithstanding the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock foregoing clause (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be a): (i) during (A) each Subsidiary may make Restricted Payments to the first three years following U.S. Borrower or any Guarantor, (B) each Foreign Subsidiary may make Restricted Payments to any other Foreign Subsidiary or (C) any non-Wholly Owned Subsidiary of the Closing DateU.S. Borrower may make Restricted Payments to (1) the U.S. Borrower or any of its Subsidiaries or, equal (2) so long as no Default shall have occurred and be continuing or exceed sixty percent would result therefrom, any other Person that owns a direct Equity Interest in such Subsidiary, in each case under this clause (60%C) and ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (ii) at any time the U.S. Borrower and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (including options and warrants, but excluding Debt Equivalents) of such Person; (iii) the U.S. Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from and after the third anniversary substantially concurrent issue of new common Equity Interests; (iv) [Reserved]; (v) provided no Default of the Closing Date, equal type referred to in Section 8.01(a) or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may make repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or taxes payable in connection with the vesting or exercise of such stock options or warrants; (vi) provided no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower and its Subsidiaries may purchase their Equity Interests from any of their current or former officers, directors, employees, managers or consultants upon the death, disability, resignation, retirement or termination of employment of such Dividend officers, directors, employees, managers or consultants pursuant to any direct or equity plan, employee or direct or stock option plan or any other payment; providedemployee or director incentive plan, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed $10,000,000 in any fiscal year; (vii) provided no Default of the minimum amount necessary for Guarantor type referred to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary in Section 8.01(a) or Event of Default shall have occurred and be continuing or other material would result therefrom, the U.S. Borrower or any of its Subsidiaries may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (viii) provided no Default of the type referred to in Section 8.01(a) or Event of DefaultDefault shall have occurred and be continuing or would result therefrom, the payment of any dividend or distribution within 60 days after the date of declaration thereof, if on the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Default had occurred and was continuing on the date of declaration; (ix) provided no Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may make Share Repurchases; provided that the amount of such Share Repurchases, together with (x) the amount of all prior Share Repurchases in the current fiscal year and (y) the amount of all Permitted Acquisitions made pursuant to Section 7.03(viii)(D) in such fiscal year, shall, when made, not exceed an amount equal to Consolidated EBITDA for the Measurement Period; and (x) provided no Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may declare and pay cash dividends pursuant to any cash dividend plan announced by the board of directors of the U.S. Borrower from time to time.

Restricted Payments, etc. (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any Dividends, except that: (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower Guarantor and any of their respective its Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). , (bC) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent provided that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase basis, would not be (i) during the first three years following the Closing Date, equal or exceed greater than sixty percent (60%), an amount not to exceed ten percent (10%) of Funds From Operations in any Fiscal Year may be used for the redemption, retirement, purchase or other acquisition, directly or indirectly, of any class of Borrower's or Guarantor's outstanding Capital Stock, and (iiD) at any time from and after such Dividends (including, without limitation, the third anniversary of Dividends described in clause (C) above) do not, in the Closing Date, equal or aggregate exceed fifty-five ninety percent (5590%).) of Funds From Operations in any Fiscal Year; and (cb) No Dividend, including any Share Repurchase, Dividend or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; , provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentencesentence , for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “"real estate investment trust” " under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Default.

Restricted Payments, etc. On or after the Closing Date, the Company will not, and will not permit any Subsidiary to, declare, pay, make, apply any of its funds, property or assets to making or making any deposit to fund any Restricted Payment, except: (a) Borrower will notSUBJECT, nor will Borrower permit Guarantor HOWEVER, to no Default Circumstance having occurred and being continuing, the Company may make payments of interest accrued on and of principal of any Additional Seller Subordinated Note issued by it on the dates on which such payments are scheduled to be due by the terms thereof; PROVIDED, HOWEVER, that the aggregate amount of all payments of principal made by all Obligors pursuant to this clause shall not exceed $5,000,000 until the aggregate amount of Senior Indebtedness of Surviving Xxxxxx Xxxxx (and all unused continuing commitments of the Senior Lenders) under the Senior Loan Agreement permitted by CLAUSE (c) of SECTION 6.2.2 shall have been permanently reduced to less than $52,500,000; (b) the Company may repurchase SHI Common Shares held by a Management SHI Stockholder pursuant to any put or call repurchase obligation or right contained in Section 7 of the Management SHI Subscription Agreement or pursuant to any similar payment obligation in Section 5.1 or 5.8 of the SHI Stockholders' Agreement upon the occurrence of any of their respective Subsidiaries tothe events referred to therein and solely in accordance with the terms of such Sections; PROVIDED, authorizeHOWEVER, declare or pay that (x) no payment of cash shall be made to effect any Dividends, except that: such repurchase (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to make payment of interest on or principal of any Subsidiary Management SHI Subordinated Note issued IN LIEU of Borrower; and (iicash to effect any such repurchase) Guarantorunless, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B1) calculations are such payment is permitted to be made as a Permitted Junior Payment and (2) the aggregate amount of all payments made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis Company pursuant to this clause shall not exceed $3,000,000 and (giving effect y) no payment of any Management SHI Subordinated Note shall be made prior to the date on which such payment of is scheduled to be due by the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%).terms thereof; and (c) No DividendSUBJECT, including any Share RepurchaseHOWEVER, or other to each such payment may then being permitted to be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of GuarantorPermitted Junior Payment, the Borrower Company may authorize, declare and pay quarterly cash Dividends the Jordan Parties or their designees (which may be based v) closing fees on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally Closing Date in an aggregate amount not to exceed 2% of the minimum total -48- cost of the OTBC Acquisition (including any deferred consideration and Transaction Costs), (w) consulting fees on a quarterly basis at an aggregate annual rate not to exceed 3% of net income before interest expense, depreciation, taxes, amortization and other non-cash charges for such Fiscal Year, (x) directors fees in an aggregate amount necessary for Guarantor not to maintain its tax status as exceed $90,000 in any Fiscal Year, (y) disposition fees in an aggregate amount not to exceed 2% of either (1) the total sale proceeds on a real estate investment trust, unless sale of the Borrower receives notice from equity capital of the Administrative Agent Company or of all or substantially all of the assets of the Company and Subsidiaries or (2) the total market capitalization of the Company in connection with the first sale of common equity by the Company pursuant to a registration statement under the Securities Act and (z) without duplication of any monetary Event of Default or the foregoing, investment banking fees not to exceed 2% of the value to the Company of other material Event of Defaulttransactional events (including acquisitions and financings).

Restricted Payments, etc. No Obligor shall: (a) Borrower will notdeclare, nor will Borrower permit Guarantor pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of such Obligor or on any warrants, options, convertible securities or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of such Obligor or apply any of their respective Subsidiaries toits funds, authorizeproperty or assets to the purchase, declare redemption or pay other retirement of any Dividendsshares of any class of capital stock (now or hereafter outstanding) of such Obligor, except that:or warrants, options, convertible securities or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of such Obligor; (ib) repay, redeem, purchase or otherwise defease any Subsidiary of Borrower may authorizeApproved Subordinated Indebtedness, declare and pay cash Dividends to Borrower or to make any Subsidiary of Borrowerother payment in respect thereof; andor (iic) Guarantor, Borrower and make any deposit for any of their respective Subsidiaries may authorizethe foregoing purposes or otherwise discharge any Indebtedness incurred by any Affiliate; provided, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i))however, that, so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be -------- ------- continuing or would result from any such Dividend payment, (i) any Obligor may declare, pay or other paymentmake a dividend or distribution as aforesaid; (ii) any Principal Subsidiary may make any payment in respect of any Approved Subordinated Indebtedness (Principal Subsidiaries) incurred by it, and (iii) the Borrower may make payments in respect of Approved Subordinated Indebtedness referred to in clause (a) of the definition of "Approved Subordinated Indebtedness (Borrower)"; ---------- and provided, further, however, that notwithstanding any such dividend or distribution in the restrictions -------- ------- ------- case of Section 7.2.6(a) or the first part any shares of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year common stock of Guarantor, the Borrower may authorizeonly be paid in the form of a dividend or distribution of further common stock; and provided, declare and pay quarterly cash Dividends further, -------- ------- however, that nothing herein shall, or shall be deemed to, prevent the ------- redemption or defeasance of any Approved Subordinated Indebtedness (which may be based on estimatesBorrower) outstanding to Guarantor when and Cyprus Amax through the issue of shares of common stock of the Borrower pursuant to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default AGI Stock Issue Agreement or other material Event of Defaultotherwise.

Restricted Payments, etc. Solely with respect to the ------------------------ Borrower or any Subsidiary, (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any Dividendsdividends; or purchase, except that: redeem, retire, or otherwise acquire for value any of its capital stock now or hereafter outstanding; or make any distribution of assets to its stockholders as such whether in cash, assets, or obligations of the Borrower; or allocate or otherwise set apart any sum for the payment of any dividend or distribution on, or for the purchase, redemption, or retirement of, any shares of its capital stock; or make any other distribution by reduction of capital or otherwise in respect of any shares of its capital stock; or permit any of its Subsidiaries to purchase or otherwise acquire for value any stock of the Borrower or any Subsidiary; provided, that (i1) any Subsidiary of the Borrower may authorizedeclare -------- and deliver dividends and make distributions payable solely in its common stock, declare and pay (2) the Borrower may make cash Dividends distributions ("Tax Distributions") to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends the Parent from time to time (in addition to those permitted pursuant amounts not exceeding the amount of Federal, state and local income taxes actually owed by the Parent on a consolidated basis with respect to the preceding clause consolidated net income of the Parent, (i)), 3) so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would will result from any such Dividend or other payment; providedtherefrom, however, that notwithstanding the restrictions of Section 7.2.6(a(i) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (other dividends during any fiscal year provided that the aggregate amount of such other dividends shall not exceed 50% of the Borrower's cumulative consolidated net income measured from the Effective Date until the end of the fiscal quarter for which may be based on estimates) to Guarantor when and the Borrower delivered financial statements to the extent necessary for Guarantor Bank in accordance with Section 9.7, (ii) the Borrower may pay other ----------- dividends to distributethe Parent of up to $250,000 per year to the Parent, the proceeds of which shall be used by the Parent to pay its bona fide operating expenses, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless (iii) the Borrower receives notice from may pay other dividends to the Administrative Agent Parent of up to $2,000,000 in aggregate, the proceeds of which shall be used by the Parent, in accordance with Section 5.8 of the Parent's 1997 Stock Option Plan (effective February 4, 1997), to repurchase shares of its stock held by certain of its employees, (4) any monetary Event Subsidiary may make distributions to the Borrower, and (5) the Borrower may pay other dividends to the Parent on the Effective Date in express accordance with the Recapitalization Agreement. (b) make (i) any payment of Default interest on any Subordinated Debt on any day other than the stated, scheduled date (subject to any applicable grace period) for such payment set forth in the Indenture, or which would violate the subordination provisions of the Indenture, including, without limitation, the provisions of Article 8 of the Indenture, or (ii make any payment or voluntary or mandatory prepayment of principal of, or redeem, purchase or defease, any Subordinated Debt. It being understood that this clause (b) does not apply to payments on the Bonds. ---------- (c) if any payment of principal, interest or any other material Event of Defaultamount is required to be paid or is paid on the same day with respect to any Subordinated Debt, on the one hand, and with respect to this Agreement or any other Loan Document, on the other hand, then all such amounts paid or required to be paid with respect to this Agreement or such other Loan Documents shall be paid in full in cash before any payments are made with respect to the Subordinated Debt.

Restricted Payments, etc. SIHL will not, and will not ------------------------- permit any of the Subsidiaries to, (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay make a Restricted Payment or make any Dividendsdeposit for any Restricted Payment; provided that notwithstanding the foregoing, except that: (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends SIHL -------- shall be permitted to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time make a Restricted Payment if (in addition to those permitted pursuant to the preceding clause (i)), so long w) as (A) no Event of Default exists at the time of the respective authorizationlast day of the most recent Fiscal Quarter end, declaration or payment or would exist immediately the Total Leverage Ratio was less than 4.5:1, (x) both before and after giving effect theretoto such Restricted Payment, no Default has occurred and is continuing or would result therefrom, (By) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on SIHL shall have delivered a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification Compliance Certificate to the Administrative Agent certifying to that the Total Leverage Ratioeffect and evidencing, on a pro forma basis after giving effect to such Share Repurchase would Restricted Payment, compliance with each of the covenants set forth in Section 7.2.4, and (z) the -------------- aggregate amount of all Restricted Payments when aggregated with the principal amount of, and accrued interest (and premium, if any) on, any Subordinated Notes redeemed, purchased or defeased in accordance with clause (b)(ii) shall not be exceed the Restricted Payment Amount; -------------- (i) during make any payment or prepayment of principal of, or interest on, any Subordinated Notes (A) on any day other than, in the first three years following case of interest only, the Closing Datestated scheduled date for such payment of interest set forth in the applicable Subordinated Notes or in the applicable Subordinated Note Indenture, equal or exceed sixty percent (60%B) and which would violate the terms of this Agreement or the Subordination Provisions of such Subordinated Note Indenture; or (ii) at redeem, purchase or defease any time from Subordinated Notes; provided, that notwithstanding the foregoing, SIHL shall be permitted to -------- prepay, purchase, redeem or defease Subordinated Notes if (x) as of the last day of the most recent Fiscal Quarter end, the Total Leverage Ratio was less than 4.5:1, (y) both before and after giving effect thereto, no Default has occurred and is continuing or would result therefrom and (z) the third anniversary principal amount so paid, prepaid, purchased, redeemed or defeased, when aggregated with the amount of Restricted Payments paid under clause ------ (a) does not exceed the Closing Date, equal or exceed fifty-five percent (55%).Restricted Payment Amount; and --- (c) No Dividend, including make any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at deposit for any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions foregoing purposes in excess of Section 7.2.6(athe amounts permitted by clause (a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Default.b). ---------- ---

Restricted Payments, etc. (a) Borrower will notDeclare or make, nor will Borrower permit Guarantor directly or indirectly, any of their respective Subsidiaries toRestricted Payment, authorizeor incur any obligation (contingent or otherwise) to do so unless at the time and after giving effect thereto on a Pro-Forma Basis, declare or pay any Dividends, except that: (i) any Subsidiary the Total Leverage Ratio as of Borrower may authorize, declare the end of the most recent fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 6.01 is less than 3.0:1.0 and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower no Default shall have occurred and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend)be continuing. (b) Without limitation of Notwithstanding the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock foregoing clause (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be a): (i) during (A) each Subsidiary may make Restricted Payments to the first three years following Borrower or any Loan Party, (B) each Foreign Subsidiary may make Restricted Payments to any Designated Foreign Subsidiary, (C) any Foreign Subsidiary which is not a Designated Foreign Subsidiary may make Restricted Payments to any other Foreign Subsidiary which is not a Designated Foreign Subsidiary or (D) any non-Wholly Owned Subsidiary of the Closing DateBorrower may make Restricted Payments to (1) the Borrower or any of its Subsidiaries or, equal (2) so long as no Default shall have occurred and be continuing or exceed sixty percent would result therefrom, any other Person that owns a direct Equity Interest in such Subsidiary, in each case under this clause (60%D) and ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (ii) at any time the Borrower and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (including options and warrants, but excluding Debt Equivalents) of such Person; (iii) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from and after the third anniversary substantially concurrent issue of new common Equity Interests; (iv) provided no Default of the Closing Date, equal type referred to in Section 8.01(a) or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from therefrom, the Borrower and its Subsidiaries may pay the cash consideration and issue Equity Interests in connection with the consummation of the Acquisition (including any such Dividend or other payment; provided, however, that notwithstanding cash payments in respect of dissenter’s rights); (v) provided no Default of the restrictions of type referred to in Section 7.2.6(a8.01(a) or the first part Event of this sentence, for so long as Guarantor qualifies, Default shall have occurred and be continuing or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantorwould result therefrom, the Borrower may authorizemake repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or taxes payable in connection with the vesting or exercise of such stock options or warrants; (vi) provided no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing or would result therefrom, declare the Borrower and pay quarterly cash Dividends (which its Subsidiaries may be based on estimates) purchase their Equity Interests from any of their current or former officers, directors, employees, managers or consultants upon the death, disability, resignation, retirement or termination of employment of such officers, directors, employees, managers or consultants pursuant to Guarantor when and to the extent necessary for Guarantor to distributeany direct or equity plan, and Guarantor may so distributeemployee or direct or stock option plan or any other employee or director incentive plan, cash Dividends to its shareholders generally in an aggregate amount not to exceed $10,000,000 in any fiscal year; (vii) provided no Default of the minimum amount necessary for Guarantor type referred to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary in Section 8.01(a) or Event of Default shall have occurred and be continuing or other material would result therefrom, the Borrower or any of its Subsidiaries may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (viii) provided no Default of the type referred to in Section 8.01(a) or Event of DefaultDefault shall have occurred and be continuing or would result therefrom, the payment of any dividend or distribution within 60 days after the date of declaration thereof, if on the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Default had occurred and was continuing on the date of declaration; and (ix) provided no Default shall have occurred and be continuing or would result therefrom, the Borrower may make Share Repurchases in any fiscal year in an amount which, when aggregated with the amount of all Permitted Acquisitions made pursuant to Section 7.03(viii)(D) in such fiscal year, shall not exceed $500,000,000.

Restricted Payments, etc. (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries Borrower Group Member to, authorize, declare or pay any Dividends, except that: (i) any Subsidiary of Borrower Group Member may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of BorrowerBorrower that is a parent of such Borrower Group Member; and (ii) Guarantor, any Borrower and any of their respective Subsidiaries Group Member may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend), and (C) commencing with the Fiscal Quarter ending on September 30, 2012, such Dividends do not, in the aggregate exceed Funds From Operations in any Fiscal Year. (b) Without limitation of the foregoing, any No Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code REIT during any Fiscal Year of Guarantor, General Partner and the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor General Partner (to be further distributed to Guarantor) or Guarantor, as applicable, when and to the extent necessary for Guarantor to distribute, and Guarantor may (and if it receives such cash Dividends from General Partner and/or the Borrower, shall) so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status qualification as a real estate investment trust, unless REIT and avoid imposition of income and excise taxes under Section 857 and 4981 of the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of DefaultCode.

Restricted Payments, etc. (a) The Borrower will not, nor and will Borrower not permit Guarantor or any of their respective its Subsidiaries to, authorize, declare or pay make a Restricted Payment, or make any Dividendsdeposit for any Restricted Payment, except thatother than: (ia) any Subsidiary of Borrower may authorize, declare and pay cash Dividends Restricted Payments made by Subsidiaries to the Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend).wholly-owned Subsidiaries; (b) Without limitation of Restricted Payments made by the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification Borrower to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be Parent (i) during pursuant to the first three years following Tax Sharing Agreement; provided that the Closing Date, equal amount of such Restricted Payment shall not exceed the amount of income taxes that the Borrower would have been liable for on a stand alone basis or exceed sixty percent a consolidated income tax return with its Subsidiaries (60%reduced by any Taxes directly paid by the Borrower or any of its Subsidiaries) and (ii) at to pay franchise taxes and other overhead expenses of Parent in an amount, and all such Restricted Payments made pursuant to this clause (b)(ii) of this Section 7.2.6 shall not exceed the then current amount of Cumulative Available Cash; provided that in no event shall any time from and after the third anniversary expenditures pursuant to this clause (b)(ii) exceed an aggregate of the Closing Date, equal or exceed fifty-five percent (55%).$1,000,000 in any Fiscal Year; (c) No Dividendrepurchases of Capital Securities from former employees, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event directors and officers of Default shall have occurred Parent and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally Subsidiaries in an aggregate amount not to exceed the minimum then current amount of Cumulative Available Cash; provided that in no event may the amount expended on such repurchases exceed $1,000,000 in any Fiscal Year in the aggregate; provided further that, to the extent the amount of repurchases permitted to be made in any Fiscal Year pursuant to the previous proviso exceeds the aggregate amount of repurchases actually made by the Borrower and its Subsidiaries during such Fiscal Year, the excess amount may be carried forward to (but only to) the next succeeding Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used following the Borrower and its Subsidiaries using the amount of repurchases permitted by such proviso in such succeeding Fiscal Year, without giving effect to such carry-forward; (d) non-cash repurchases of Capital Securities deemed to occur upon exercise of stock options to the extent such Capital Securities represents a portion of the exercise price of such options; (e) Restricted Payments made by the Borrower to Parent in connection with the consummation of the Transactions consisting of (i) interest payments due on the Closing Date in respect of Existing Parent Notes exchanged in the Exchange Offer and (ii) the cancellation by Borrower, or the distribution by Borrower to Parent for cancellation, of Existing Parent Notes received by Borrower in the Exchange Offer; (f) Restricted Payments made by the Borrower to Parent after the Closing Date on or no earlier than three Business Days prior to any interest payment date with respect to the Existing Parent Notes in an amount not to exceed the lesser of (x) the interest due on the then outstanding Existing Parent Notes on such interest payment date and (y) the then current amount of the Cumulative Available Cash, so long as Parent uses such Restricted Payments to pay such interest on such interest payment date; provided that (A) the interest expense on (and principal amount of) the Existing Parent Notes have not increased since the Closing Date and (B) and the interest payment dates relating thereto have not changed since the Closing Date; (g) so long as no Default has occurred and is continuing or would result therefrom, Restricted Payments made by Borrower to Parent after the Closing Date, so long as such Restricted Payments are used to simultaneously fund redemptions, repayments, prepayments, repurchases or acquisitions for value of Existing Parent Notes; provided that the aggregate amount of all Restricted Payments made pursuant to this clause (g) may not exceed the lesser of $10,000,000 and the then current amount of the Cumulative Available Cash; and (h) so long as no Default has occurred and is continuing or would result therefrom, Restricted Payments to the extent necessary for Guarantor to maintain its tax status effect a refinancing of Existing Parent Notes with Indebtedness incurred pursuant to clause (b) or clause (m) of Section 7.2.2; provided that the maturity and Average Life of such Indebtedness may not be earlier or shorter than that of the First Lien Notes issued on the Closing Date and the terms thereof must be, taken as a real estate investment trustwhole, unless no less favorable to the Borrower receives notice from and its Subsidiaries than those of the Administrative Agent of any monetary Event of Default or other material Event of DefaultFirst Lien Notes issued on the Closing Date.

Restricted Payments, etc. On and at all times after the Effective Date, (a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower if the aggregate amount of such dividends, distributions and applications for the current and the preceding three Fiscal Quarters exceeds the lesser of (i) 50% of consolidated net income of the Borrower and its Subsidiaries for the current and the preceding three Fiscal Quarters or (ii) $2,000,000, PROVIDED, HOWEVER, that, notwithstanding the foregoing and only with respect to activities required or permitted under the MarkWest 401(k) Plan, Borrower shall be permitted to purchase or redeem up to $1,000,000 in the aggregate per annum of shares of any class of capital stock (now or hereafter outstanding) of the Borrower on the open-market or held in Borrower's 401(k), and (b) the Borrower will not, nor and will Borrower not permit Guarantor or any of their respective Subsidiaries Subsidiary to, authorizemake any deposit for any purchase, declare or pay any Dividends, except that: (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, distribution or other payment may that would be paid or made under prohibited by this Section. This Section 7.2.6 at any time that an Event of Default shall have occurred and not be continuing or would result construed so as to prohibit MarkWest Canada Co. from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” making payments under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of DefaultIncentive Payments Agreement.

Restricted Payments, etc. (a) Neither Borrower will notnor any Operating Subsidiary shall, nor will and Borrower shall not permit Guarantor or any of their respective Subsidiaries Consolidated Subsidiary to, authorize, declare or pay make any DividendsRestricted Payments, except that: Restricted Payments payable (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and to any Operating Subsidiary by a Subsidiary of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other paymentOperating Subsidiary; provided, however, that notwithstanding Borrower, and its Consolidated Subsidiaries with respect to clause (B) below, may (A) make and maintain the restrictions Fox Health Loan, (B) make payments in compliance with the Tax Sharing Agreement, (C) repurchase or redeem Redeemable Capital Stock on (but not earlier than) the fifth (5th) anniversary of the date of issuance thereof, (D) repurchase employee stock options or common stock held by employees in accordance with the requirements of any applicable employee stock option or purchase plans or as otherwise may be required to ensure that Fox Health and Borrower may file consolidated income tax returns and (E) pay dividends in the ordinary course of its business and consistent with prudent business practices, in all events (i.e., as to each of clauses (A), (B), (C), (D) and (E) preceding) if (but only if), at the time of any such loan, payment, repurchase, redemption or dividend and after giving effect thereto and considering facts and circumstances then existing, the conditions set forth in clauses (a), (b) and (c) of Section 7.2.6(a6.2(j) of the Existing Credit Facility as in effect on the date hereof have been satisfied and, in the cases of clauses (A), (C), (D) and (E) preceeding, no Potential Default or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default exists or other material will occur or may reasonably be expected to occur. Notwithstanding the foregoing, however (i.e., whether or not the conditions set forth in clauses (a), (b) and (c) of Section 6.2(j) of the Existing Credit Facility as in effect on the date hereof are satisfied and whether or not a Potential Default or Event of Default.Default exists or will occur), Borrower, any Consolidated Subsidiary or any other member of the FoxMeyer Group (as applicable) may pay to Fox Health so much of the FoxMeyer Group Tentative Tax Liability or the FoxMeyer Group Interim Tax Liability (as the case may be) as does not exceed the aggregate amount of the tax liability to which such payment relates that is both payable to the applicable taxing authority by the Consolidated Group and is actually paid to the applicable taxing authority in a reasonably prompt fashion. Subject to the rights of Borrower under the Tax Sharing Agreement, the portion of the FoxMeyer Group Tentative Tax Liability or the FoxMeyer Group Interim Tax Liability (as the case may be) which remains unpaid as a result of the application of clause (a), (b) or (c) of Section 6.2(j) of the Existing Credit Facility as in effect on the date hereof shall be retained by and remain the property of the FoxMeyer Group and shall be paid to Fox Health pursuant to the Tax Sharing Agreement only at

Restricted Payments, etc. (a) The Borrower will not, nor and will Borrower not permit Guarantor or any of their respective its Subsidiaries to, authorize, declare or pay any Dividends, except that: (i) make any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower Restricted Distribution (as defined on the date hereof) or to any Subsidiary of Borrower; and (ii) Guarantormake, Borrower incur, assume or suffer to exist any Investment in any other Person (other than any Investment of the type permitted and described in CLAUSES (a) through (h) of SECTION 7.2.5 or any Investment in any Person engaged solely in the conduct of their respective Subsidiaries may authorizeone or more Core Businesses which, declare or pay Dividends from time to time (in addition to those permitted as a result of such Investment, becomes a wholly-owned Subsidiary of the Borrower); PROVIDED that the amount of Investments pursuant to CLAUSES (g) and (h) thereof shall be included in the preceding clause calculation of Restricted Payments below 85 92 (i)all of the foregoing being called "RESTRICTED Payments"), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect theretoUNLESS, (Bx) calculations are made by Borrower establishing compliance with in the financial covenants contained in Section 7.2.4 for case of a dividend, such dividend is payable not more than 60 days after the Test Period, on a pro forma basis date of declaration and (giving effect to the payment of the applicable Dividend). (by) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be proposed Restricted Payment, all the conditions set forth in CLAUSES (i1) during the first three years following the Closing Date, equal or exceed sixty percent through (60%3) and below are satisfied (iiA) at the date of declaration (in the case of any time from and after dividend), or (B) on the third anniversary date of such other payment or distribution (in the Closing Date, equal or exceed fifty-five percent case of any other Restricted Payment) (55%).each such date being referred to as a "RESTRICTED PAYMENT COMPUTATION DATE"): (c1) No Dividend, including any Share Repurchase, no Default or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have has occurred and be is continuing or would result from any the making of such Dividend or other payment; provided, however, that notwithstanding Restricted Payment; (2) at the restrictions of Section 7.2.6(a) or the first part of this sentence, Restricted Payment Computation Date for so long as Guarantor qualifies, or has taken all other actions necessary such Restricted Payment and after giving effect to qualify, as such Restricted Payment on a “real estate investment trust” under the Code during any Fiscal Year of GuarantorPRO FORMA basis, the Borrower may authorizeor such Subsidiary could incur $1.00 of additional Indebtedness pursuant to the first sentence of SECTION 7.3.2; and (3) the aggregate amount of Restricted Payments declared, declare paid or distributed subsequent to the date hereof (including the proposed Restricted Payment) will not exceed the sum of (i) 50% of the cumulative Net Income of the Borrower for the period subsequent to September 30, 1997 to and pay quarterly cash Dividends including the last day of the Borrower's last fiscal quarter ending prior to the Restricted Payment Computation Date (which may be based on estimateseach such period to constitute a "RESTRICTED PAYMENT COMPUTATION PERIOD") (or, if such aggregate cumulative Net Income is a loss, minus 100% of such loss of the Borrower during the Restricted Payment Computation Period), (ii) the aggregate Net Equity Proceeds of the issuance or sale or the exercise (other than to Guarantor when and a Subsidiary or an employee stock ownership plan or other trust established by the Borrower or any of its Subsidiaries for the benefit of their employees) of the Borrower's Capital Stock (other than Redeemable Stock) subsequent to the Closing Date, (iii) the aggregate Net Equity Proceeds of the issuance or sale (other than to a Subsidiary) of any debt securities of the Borrower that have been converted into or exchanged for Capital Stock (other than Redeemable Stock) of the Borrower to the extent necessary such debt securities were originally issued or sold for Guarantor cash, plus the aggregate Net Equity Proceeds received by the Borrower at the time of such conversion or exchange, in each case subsequent to distributethe Closing Date, and Guarantor may so distribute, (iv) cash Dividends contributions to its shareholders generally in an aggregate amount not the Borrower's capital subsequent to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Closing Date. If no Default or Event of Default has occurred and is continuing or other material Event of Default.would occur as a result thereof, the prohibitions set forth above in this SECTION 7.3.4 are subject to the following

Restricted Payments, etc. (a) Borrower will notDeclare or make, nor will Borrower permit Guarantor directly or indirectly, any of their respective Subsidiaries toRestricted Payment, authorizeor incur any obligation (contingent or otherwise) to do so unless at the time and after giving effect thereto on a Pro-Forma Basis, declare or pay any Dividends, except that: (i) any Subsidiary the Total Leverage Ratio as of Borrower may authorize, declare the end of the most recent fiscal quarter or fiscal year for which financial statements have been delivered pursuant to Section 6.01 is less than 3.0:1.0 and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower no Default shall have occurred and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend)be continuing. (b) Without limitation of Notwithstanding the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock foregoing clause (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be a): (i) during (A) each Subsidiary may make Restricted Payments to the first three years following U.S. Borrower or any Guarantor, (B) each Foreign Subsidiary may make Restricted Payments to any other Foreign Subsidiary or (C) any non-Wholly Owned Subsidiary of the Closing DateU.S. Borrower may make Restricted Payments to (1) the U.S. Borrower or any of its Subsidiaries or, equal (2) so long as no Default shall have occurred and be continuing or exceed sixty percent would result therefrom, any other Person that owns a direct Equity Interest in such Subsidiary, in each case under this clause (60%C) and ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (ii) at any time the U.S. Borrower and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (including options and warrants, but excluding Debt Equivalents) of such Person; (iii) the U.S. Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from and after the third anniversary substantially concurrent issue of new common Equity Interests; (iv) [Reserved]; (v) provided no Default of the Closing Date, equal type referred to in Section 8.01(a) or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may make repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or taxes payable in connection with the vesting or exercise of such stock options or warrants; (vi) provided no Default of the type referred to in Section 8.01(a) or Event of Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower and its Subsidiaries may purchase their Equity Interests from any of their current or former officers, directors, employees, managers or consultants upon the death, disability, resignation, retirement or termination of employment of such Dividend officers, directors, employees, managers or consultants pursuant to any direct or equity plan, employee or direct or stock option plan or any other payment; providedemployee or director incentive plan, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed $10,000,000 in any fiscal year; (vii) provided no Default of the minimum amount necessary for Guarantor type referred to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary in Section 8.01(a) or Event of Default shall have occurred and be continuing or other material would result therefrom, the U.S. Borrower or any of its Subsidiaries may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (viii) provided no Default of the type referred to in Section 8.01(a) or Event of DefaultDefault shall have occurred and be continuing or would result therefrom, the payment of any dividend or distribution within 60 days after the date of declaration thereof, if on the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Default had occurred and was continuing on the date of declaration; (ix) provided no Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may make Share Repurchases in any fiscal year in an amount which, when aggregated with the amount of all Permitted Acquisitions made pursuant to Section 7.03(viii)(D) in such fiscal year, shall not exceed $750,000,000; and (x) provided no Default shall have occurred and be continuing or would result therefrom, the U.S. Borrower may declare and pay cash dividends pursuant to any cash dividend plan announced by the board of directors of the U.S. Borrower from time to time.

Restricted Payments, etc. (a) Neither the Borrower will notnor the other Restricted Parties shall, nor will Borrower shall any of them permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any Dividends, except that: (i) make any Restricted Payments except: (A) as may be agreed from time to time pursuant to the terms of any Intercreditor Agreement; (B) a non-wholly owned Subsidiary of the Borrower may authorize, declare make a Restricted Payment provided that no holder of an Equity Interest in such Subsidiary receives a portion of the total Restricted Payment which is in excess of the percentage of Equity Interests which it owns in such Subsidiary and pay cash Dividends to Borrower or to any Subsidiary of Borrowerthe applicable Hudbay Group Member receives its pro rata share; and (iiC) Guarantor, the Borrower and may make additional Restricted Payments; provided that, (I) in the case of any Restricted Payment made in reliance of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)this Section 8.6(h)(i)(C), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis and after giving effect to such Share Repurchase would Restricted Payment: a) no Default or Event of Default shall have occurred and be continuing; and b) the aggregate of all Restricted Payments made in reliance on this Section 8.6(h)(i)(C) in any fiscal year of the Borrower shall not be exceed the RP Basket Amount; and (iII) during the first three years following Borrower has delivered to the Closing DateAgent, equal or exceed sixty percent at least two Banking Days prior to such Restricted Payment, an officer's certificate setting forth the amount of the Restricted Payment, certifying that the foregoing conditions are satisfied and setting forth reasonably detailed calculations of the RP Basket Amount and demonstrating satisfaction of the condition set forth in paragraph (60%A) and above; or (ii) at except as provided in Sections 8.6(h)(iii) and 8.6(h)(iv), purchase, redeem or repay prior to their Stated Maturity in cash any time from and after the third anniversary notes or other debt securities issued pursuant to a Note Indenture or referred to in paragraphs (f) or (g) of the Closing Date, equal or exceed fifty-five percent (55%).definition of Permitted Debt without the prior written consent of the Required Lenders unless: (cA) No Dividendwith respect to any purchase, including redemption or repayment of any Share Repurchase2029 Notes, the amount being purchased, redeemed or other payment may be paid repaid is: (I) no more than US$15,000,000 in aggregate; or (II) greater than US$15,000,000 in the aggregate if all 2026 Notes have been indefeasibly repaid in full or made under this refinanced; (B) (A) the Borrower has pro forma Liquidity, taking into account such purchase, redemption or prepayment, of no less than US$100,000,000; (C) (B) prior to and immediately following such purchase, redemption or prepayment, the Borrower is in compliance with its financial covenants set forth in Section 7.2.6 at any time that an 8.1, calculated on a pro forma basis; and (D) (C) no Default or Event of Default shall have occurred and be continuing or would result could reasonably be expected to arise from any such Dividend purchase, redemption or other paymentrepayment.; providedor (iii) except as provided in Section 8.6(h)(iv), howeverpurchase, that notwithstanding redeem or repay prior to their Stated Maturity any 2026 Notes using existing Liquidity without the restrictions prior written consent of Section 7.2.6(athe Required Lenders unless: (A) the sum of (x) the Maximum Available Amount less all outstanding Advances plus (y) the Maximum Available Amount (as defined in the HB Peru ARCA) less all outstanding Advances (as defined in the HB Peru ARCA), is no less than US$150,000,000, calculated on a pro forma basis taking into account such purchase, redemption or prepayment; and (B) the first Total Net Debt to EBITDA Ratio is less than 2:00:1, calculated on a pro forma basis; or (iv) refinance in full or in part any 2026 Notes or issue any new unsecured notes, including by issuing additional 2029 Notes, unless: (A) the Stated Maturity is at least four months after the Maturity Date; and (B) the terms of this sentence, such refinancing or note issuance do not provide for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under any scheduled repayments of principal before the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of DefaultMaturity Date.

Restricted Payments, etc. (a) Borrower None of the Group Companies will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any DividendsRestricted Payments (other than Restricted Payments payable solely in Equity Interests (exclusive of Debt Equivalents) of such Person), except that: (i) any Subsidiary of the Borrower may authorize, declare and pay cash Dividends make Restricted Payments to the Borrower or to any Wholly-Owned Subsidiary of the Borrower; and; (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as no Default or Event of Default has occurred and is continuing, the Borrower may make payments of dividends, other distributions or other amounts for the purposes set forth in clauses (A) no Event through (C) below: (A) to Holdings in amounts equal to the amounts required for Holdings to pay franchise taxes, accounting, legal and other fees required to maintain its corporate existence and provide for other operating costs, in each case related to the Borrower, of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, up to $300,000 per fiscal year; (B) calculations are made to Holdings in amounts equal to amounts expended by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 Holdings to purchase, repurchase, redeem, retire or otherwise acquire for the Test Periodvalue Equity Interests of Holdings owned by employees, on a pro forma basis (giving effect to the payment former employees, directors or former directors, consultants or former consultants of the applicable DividendBorrower or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors, consultants or foreign consultants). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions aggregate amount paid, loaned or advanced to Holdings pursuant to this clause (C) will not, in the aggregate, exceed $1,000,000 per fiscal year of Section 7.2.6(a) or the first part of this sentenceBorrower, for so long as Guarantor qualifies, or has taken all other actions necessary plus any amounts contributed by Holdings to qualify, the Borrower as a “real estate investment trust” under the Code during any Fiscal Year result of Guarantorsales of shares of Equity Interests to employees, the Borrower may authorize, declare directors and pay quarterly cash Dividends consultants; and (which may be based on estimatesC) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally Holdings in an aggregate amount not up to exceed the minimum amount necessary for Guarantor to maintain its tax status sum of (i) $25,000,000 plus (ii) 50% of cumulative Excess Cash Flow after September 30, 2006 so long (X) as a real estate investment trust, unless the Senior Leverage Ratio as of the end of the fiscal quarter of the Borrower receives notice from which precedes such payment was equal to or less than 3.0 to 1.0 and (Y) upon giving effect on a Pro Forma Basis to such Restricted Payment, the Administrative Agent of any monetary Senior Leverage Ratio would be less than 3.0 to 1.0, and (iii) so long as no Default or Event of Default or other material Event has occurred and is continuing, Holdings may make payments of Defaultdividends and distributions to the holders of its Equity Interests from payments received by Holdings from the Borrower pursuant to Section 7.07(ii)(C).

Restricted Payments, etc. The Company will not, and will not permit any of its Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: (a) Borrower will notRestricted Payments made by Subsidiaries to the Company, nor will Borrower permit Guarantor Wholly Owned Subsidiaries or any of their respective Subsidiaries tojoint venture partners, authorizeincluding, declare or pay any Dividendswithout limitation, except that:Restricted Payments to consummate the Potential Corporate Restructuring; (ib) any the Company and each Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower make dividend payments or to any Subsidiary other distributions payable solely in Capital Securities of Borrower; andsuch Person; (iic) GuarantorRestricted Payments in an aggregate amount up to $30,000,000 in any Fiscal Year plus 50% of Consolidated Net Income for such year (commencing with Fiscal Year ending on December 31, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)2015), so long as (Ax) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are to any such Restricted Payments made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, pursuant to this clause on a pro forma basis (giving effect to for the payment of the applicable Dividend). (b) Without limitation of the foregoingmost recently ended Reference Period, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Net Debt Leverage Ratio, Ratio does not exceed 3.75 to 1.00 (it being understood that any unused amount from any Fiscal Year may be carried over to subsequent Fiscal Years) and (y) immediately before and immediately after giving to such Restricted Payments on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Datebasis, equal no Default or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; providedcontinuing; (d) additional Restricted Payments in an unlimited amount, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary (x) after giving effect to qualify, as any such Restricted Payments made pursuant to this clause on a “real estate investment trust” under pro forma basis for the Code during any Fiscal Year of Guarantormost recently ended Reference Period, the Borrower may authorizeTotal Net Debt Leverage Ratio does not exceed 2.50 to 1.00 and (y) immediately before and immediately after giving effect to such Restricted Payments on a pro forma basis, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary no Default or Event of Default shall have occurred and be continuing; and (e) the payment of any Restricted Payment within 60 days after the date of declaration thereof or other material Event notice of Defaultthereof if such Restricted Payment or payment thereof, as the case may be, would have been permitted on the date of declaration or notice.

Restricted Payments, etc. Xxxx-Xxxxx will not, and will not permit any of its Subsidiaries to make, declare or commit to make a Restricted Payment, or make or commit to make any deposit for any Restricted Payment, unless: (a) Borrower will notsuch Restricted Payment is made (1) by a Subsidiary to Xxxx-Xxxxx or a Wholly Owned Subsidiary, nor will Borrower permit Guarantor (2) by any Wholly Owned Subsidiary of a partially owned Subsidiary to its parent or (3) by any of their respective Subsidiaries to, authorize, declare or pay any Dividends, except that:partially owned Subsidiary pro rata to its stockholders; (ib) such Restricted Payment is made by Xxxx-Xxxxx pursuant to the terms of any Subsidiary of Borrower may authorize, declare and pay cash Dividends Qualified Debt Offering to Borrower or to any Subsidiary of Borrowerthe extent permitted under Section 7.2.2(l) hereof; and (iic) Guarantor, Borrower and such Restricted Payment is made by Xxxx-Xxxxx (other than any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (Restricted Payments described in addition to those permitted pursuant to the preceding clause (i)), so long as (Ab) no Event of Default exists above) and at the time of each of the respective authorizationmaking, declaration declaring and committing to make such Restricted Payment (or payment or would exist immediately after giving effect theretodeposit), (A) the Quarterly Average Excess Availability shall be not less than twenty-five (25%) of the Maximum Credit, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase Restricted Payment (or deposit), the Excess Availability shall be not less than twenty-five (25%) of the Maximum Credit and (C) no Default has occurred and is continuing or would not result from the payment thereof; provided that any cash dividends which have been declared in accordance with clauses (b) and (c) of this Section 7.2.6 shall only be permitted to be made if (and only if) (i) the aggregate amount of all such cash dividends shall not exceed $16,000,000 during the first three years following the Closing Date, equal any Fiscal Quarter or exceed sixty percent (60%) $32,000,000 during any Fiscal Year and (ii) at any the time from and after the third anniversary of the Closing Datepayment of such cash dividends, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of no Default shall have occurred and be continuing exist under Section 8.1.1 or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a7.2.4(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Defaulthereof.

Restricted Payments, etc. (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries Borrower Group Member to, authorize, declare or pay any Dividends, except that: (i) any Subsidiary of Borrower Group Member may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of BorrowerBorrower that is a parent of such Borrower Group Member; and (ii) Guarantor, any Borrower and any of their respective Subsidiaries Group Member may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance for the first four (4) Fiscal Quarters after the Closing Date, such Dividends does not exceed $1.50 per share, and (C) commencing with the financial covenants contained Fiscal Quarter ending on December 31, 2014, such Dividends do not, in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend)aggregate exceed Funds From Operations in any Fiscal Year. (b) Without limitation of the foregoing, any No Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code REIT during any Fiscal Year of Guarantor, General Partner and the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor General Partner (to be further distributed to Guarantor) or Guarantor, as applicable, when and to the extent necessary for Guarantor to distribute, and Guarantor may (and if it receives such cash Dividends from General Partner and/or the Borrower, shall) so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status qualification as a real estate investment trust, unless REIT and avoid imposition of income and excise taxes under Section 857 and 4981 of the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of DefaultCode.

Restricted Payments, etc. The Company will not, and will not permit any of its Subsidiaries to, declare or make a Restricted Payment other than: (a) Borrower will not, nor will Borrower permit Guarantor Restricted Payments made by (i) a Subsidiary of the Company to the Company or (ii) a Subsidiary of the Company to another Subsidiary of the Company; (b) Restricted Payments made in connection with the repurchase of the Company’s or any of their respective Subsidiaries toits Subsidiaries’ Capital Stock or Options held by the officers, authorizedirectors and employees of the Company, declare or pay any Dividends, except that: (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective its Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i))Parent, so long as each such repurchase is pursuant to, and in accordance with the terms of, a management and/or employee stock plan, a management and/or employee benefit plan, a stock subscription or similar agreement or a shareholder or similar agreement approved by the Board or comparable governing body of any Subsidiary of the Company that is bound thereby, is made in accordance with the LLC Agreement (Aas such agreement exists on the date hereof, a copy of which has been furnished to Holder) or as required by applicable law; (c) so long as no Event of Default exists at the time of the respective authorizationhas occurred and is continuing, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are Restricted Payments made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 Company to Parent to enable Parent to make distributions sufficient for the Test Period, on a pro forma basis (giving effect Parent or its members to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other paymentpay Taxes; provided, however, that notwithstanding the restrictions aggregate amount of Section 7.2.6(a) or all such Restricted Payments that may be made by the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during Company in any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount shall not to exceed the minimum amount necessary for Guarantor to maintain its tax status product of (A) the Tax Rate (as a real estate investment trust, unless hereinafter defined) and (B) the Borrower receives notice aggregate net taxable income of Parent that is derived from the Administrative Agent Company for the most recently ended Fiscal Year. “Tax Rate” means the sum of any monetary Event (1) the maximum federal income tax rate applicable to individuals for the calendar year that includes the end of Default or other material Event the most recently ended Fiscal Year, plus (2) the product of Default.(x) the maximum state and local income tax rate for such calendar year applicable to individuals residing in the locality in which the Company has its principal place of business and (y) the excess of 100% over the rate described in (1) above; and

Restricted Payments, etc. (ai) Neither the Borrower will notnor the other Restricted Parties shall, nor will Borrower shall any of them permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any Dividends, except that: (iA) make any Restricted Payments except (subject to Section 8.6(h)(ii)): (I) as may be agreed from time to time pursuant to the terms of any Intercreditor Agreement; (II) a non-wholly owned Subsidiary of Borrower Hudbay may authorize, declare make a Restricted Payment provided that no holder of an Equity Interest in such Subsidiary receives a portion of the total Restricted Payment which is in excess of the percentage of Equity Interests which it owns in such Subsidiary and pay cash Dividends to Borrower or to any Subsidiary of Borrowerthe applicable Hudbay Group Member receives its pro rata share; and (iiIII) Guarantor, Borrower and Hudbay may make additional Restricted Payments; provided that, a) in the case of any Restricted Payment made in reliance of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)this Section 8.6(h)(i)(A)(III), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis and after giving effect to such Share Repurchase would Restricted Payment: i) no Default or Event of Default shall have occurred and be continuing; and ii) the aggregate of all Restricted Payments made in reliance on this Section 8.6(h)(i)(A)(III) in any fiscal year of Hudbay shall not be exceed the RP Basket Amount; and b) Hudbay has delivered to the Agent, at least two Banking Days prior to such Restricted Payment, an officer's certificate setting forth the amount of the Restricted Payment, certifying that the foregoing conditions are satisfied and setting forth reasonably detailed calculations of the RP Basket Amount and demonstrating satisfaction of the condition set forth in paragraph a) above; or (B) purchase, redeem or repay prior to their Stated Maturity in cash any notes or other debt securities issued pursuant to the Note Indenture or referred to in paragraphs (g), (h), (i) during or (o) of the first three years following definition of Permitted Debt without the Closing Dateprior written consent of the Required Lenders unless: (I) subject to clause 8.6(h)(i)(B)(III), equal or exceed sixty percent there is no outstanding balance under the Credit at the time of such Restricted Payment; (60%II) no amount shall be drawn under the Credit for purposes of the Restricted Payment made in reliance on this Section 8.6(h)(i)(B); and (III) less than an aggregate face amount of US$150,000,000 of Letters of Credit are outstanding under the Credit and the Hudbay ARCA at the time of such Restricted Payment. (ii) at any time from and after Notwithstanding Section 8.6(h)(i)(A), the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share RepurchaseBorrower shall not make, or other payment may be paid agree to pay or made under this Section 7.2.6 at make, directly or indirectly, any time that an Restricted Payment if a Default or Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, could occur as a “real estate investment trust” under the Code during any Fiscal Year consequence of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Defaultsuch Restricted Payment.

Restricted Payments, etc. (a) The Borrower will not, nor and will Borrower not permit Guarantor or any of their respective its Subsidiaries to, authorize, declare or pay make a Restricted Payment, or make any Dividendsdeposit for any Restricted Payment (other than Restricted Payments made by Subsidiaries to the Borrower or wholly owned Subsidiaries) in excess of $2,000,000 in the aggregate over the term of this Agreement (which amount may not be added to the additional Restricted Payments permitted in clauses (a) through (c) below); provided, except however, that:, notwithstanding any of the foregoing, the Borrower may make additional Restricted Payments, without duplication, (ia) any Subsidiary beginning December 1, 2004, to the extent necessary to make scheduled dividend payments on the PIK Preferred Equity in accordance with the PIK Preferred Equity Documents; (b) in respect of Borrower may authorizeRepurchase Payments; provided, declare and pay cash Dividends that the aggregate consideration paid for such Repurchase Payments, when aggregated with the amount of Indebtedness incurred pursuant to Borrower or to any Subsidiary clause (o) of BorrowerSection 7.2.2 (without duplication), shall not exceed $5,000,000 over the term of this Agreement; and (iic) Guarantor, Borrower and in respect of advisory fees in an amount not to exceed $500,000 in the aggregate in any Fiscal Year. Notwithstanding any of their respective Subsidiaries the foregoing, the Borrower may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), make any such Restricted Payment only so long as (Aa) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis both before and after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing DateRestricted Payment, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of no Default shall have occurred and be continuing or would result from any such Dividend or other payment; providedcontinuing, however, that notwithstanding the restrictions of Section 7.2.6(aand (b) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) shall have delivered to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent (A) financial statements prepared on a pro forma basis to give effect to such Restricted Payment for the period of any monetary Event four consecutive Fiscal Quarters ending with the Fiscal Quarter then last ended for which financial statements and the Compliance Certificate relating thereto have been delivered to the Administrative Agent pursuant to Section 7.1.1 and (B) a certificate of Default or other material Event the Borrower executed by an Authorized Officer of Defaultthe Borrower demonstrating that the financial results reflected in such financial statements would comply with the requirements of Section 7.2.4 for the Fiscal Quarter in which such Restricted Payment is to be made.

Restricted Payments, etc. (a) The Borrower will not, nor and will Borrower not permit Guarantor or any of their respective its Subsidiaries to, authorize, declare or pay make a Restricted Payment, or make any Dividendsdeposit for any Restricted Payment, except that:other than (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends Restricted Payments made by wholly owned Subsidiaries to the Borrower or to any Subsidiary of Borrower; and wholly owned Subsidiaries and (ii) Guarantor, Borrower and any of their respective Restricted Payments made by non-wholly owned Subsidiaries may authorize, declare to its shareholders or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), members generally so long as the Borrower or its Subsidiary which owns the equity interest in the Subsidiary making such Restricted Payment receives at least its proportionate share thereof (A) no Event of Default exists at the time based upon its relative holding of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with equity interests in the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable DividendSubsidiary making such Restricted Payment).; (b) Without limitation the declaration or payment by the Borrower of the foregoinga cash dividend on, any Dividend that is a redemptionor on account of, retirement, purchase or other acquisition or similar transaction, of any class of Capital Securities of the Borrower’s or Guarantor’s outstanding Capital Stock , in an aggregate amount not to exceed $5,000,000 in any Fiscal Year (eachit being understood that with respect to Fiscal Year 2005, a “Share Repurchase”) such aggregate amount shall be permitted only upon Borrower’s certification calculated from January 1, 2005 to the Administrative Agent end of such Fiscal Year); provided that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of no Default shall have occurred and be continuing or would result from therefrom and (ii) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding such declaration or payment (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1.1) giving pro forma effect to such dividend and evidencing compliance with the covenants set forth in Section 7.2.4; (c) the payment of any such Dividend or other payment; provideddividends the declaration of which was permitted pursuant to the immediately preceding clause (b), however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifiessuch payment is made within 30 days of such declaration; (d) the payment by the Borrower of a cash dividend on, or has taken all on account of, any Designated Preferred Stock the aggregate liquidation value of which, when added to the aggregate principal amount of Subordinated Debt permitted to be outstanding pursuant to clause (g) of Section 7.2.2, does not exceed $200,000,000; provided that (i) the dividend rate on such Designated Preferred Stock does not exceed 9.0% per annum, (ii) no Default shall have occurred and be continuing or would result therefrom and (iii) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding such declaration or payment (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1.1) giving pro forma effect to such dividend and evidencing compliance with the covenants set forth in Section 7.2.4; (e) the redemption, purchase or other actions necessary to qualifyacquisition by the Borrower of its Series B Preferred Stock for consideration not exceeding $50.00 per share and, as a “real estate investment trust” under the Code during concurrent with any Fiscal Year of Guarantorsuch redemption, the payment of accrued dividends thereon in an amount not exceeding $700,000 in the aggregate for all such shares; provided that (i) immediately before and after giving effect to such redemption no Default shall have occurred and be continuing or would result therefrom and (ii) the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and shall have delivered to the extent necessary Administrative Agent a Compliance Certificate for Guarantor the period of four full Fiscal Quarters immediately preceding such redemption (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to distributeSection 7.1.1) giving pro forma effect to the consummation of such redemption, purchase or other acquisition and Guarantor may so distributeevidencing compliance with the covenants set forth in Section 7.2.4; provided further that if such redemption is not consummated within the one (1) year period following the Effective Date, the Compliance Certificate delivered by the Borrower pursuant to clause (ii) of the immediately preceding proviso shows that the Fixed Charge Coverage Ratio is not less than 1.75:1 after giving pro forma effect to the consummation of such redemption, purchase or other acquisition; (f) the redemption, purchase or other acquisition of Capital Securities of the Borrower in exchange for, or with the net cash Dividends proceeds of, the substantially concurrent sale (other than to its shareholders generally a Subsidiary of the Borrower) of Capital Securities (other than Redeemable Capital Securities and Designated Preferred Stock) of the Borrower; provided that immediately before and after giving effect to such redemption, purchase or other acquisition no Default shall have occurred and be continuing or would result therefrom; and (g) the redemption, purchase or other acquisition of Capital Securities pursuant to the Small Lot Repurchase Program in an aggregate amount not to exceed $250,000 in the minimum amount necessary for Guarantor aggregate during the term of this Agreement; provided that immediately before and after giving effect to maintain its tax status as a real estate investment trustsuch redemption, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default purchase or other material Event of Defaultacquisition no Default shall have occurred and be continuing or would result therefrom.

Restricted Payments, etc. (a) The Borrower will not, nor and will Borrower not permit Guarantor or any of their respective its Subsidiaries (other than a Receivables Subsidiary) to, authorize, declare or pay make a Restricted Payment, or make any Dividendsdeposit for any Restricted Payment, except that: other than (ia) any Subsidiary of Borrower may authorize, declare and pay cash Dividends Restricted Payments made by Subsidiaries to the Borrower or to any Subsidiary wholly owned Subsidiaries, (b) cashless exercises of Borrower; stock options, (c) cash payments by Borrower in lieu of the issuance of fractional shares upon exercise or conversion of Equity Equivalents, (d) Restricted Payments in connection with the share repurchases required by the employee stock ownership programs or required under employee agreements and , (iie) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (Ai) no Event of Specified Default exists at the time of the respective authorization, declaration or payment has occurred and is continuing or would exist immediately after giving effect theretoresult therefrom, and (Bii) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis both before and after giving effect to such Share Repurchase would not be (i) during Restricted Payment as if such Restricted Payment had been made on the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary last day of the Closing DateMeasurement Period, equal or exceed fifty-five percent (55%). (c) No Dividendthe Borrower is in pro forma compliance with Section 7.2.4,7.2.4 for such Measurement Period, including any Share Repurchase, or other payment may be paid or made under Restricted Payments not otherwise permitted by this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed $75,000,000, together with the minimum aggregate amount necessary of Indebtedness under any Pro Forma Unsecured Indebtedness Documents, the 2014 Senior Note Documents, the 2016 Senior Note Documents or the 2020 Senior Note Documents paid or prepaid in any Fiscal Year pursuant to clause (1)(B) of the proviso to Section 7.2.8(a), not to exceed $150,000,000 in any Fiscal Year plus Available Retained Excess Cash Flow. and (f) so long as no Specified Default has occurred and is continuing or would result therefrom, Restricted Payments not otherwise permitted by this Section 7.2.6 to the extent that, both before and after giving effect to such Restricted Payment as if such Restricted Payment had been made on the last day of the Measurement Period, the Leverage Ratio for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Defaultsuch Measurement Period would not exceed 3.00:1.00.

Restricted Payments, etc. (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries Borrower Group Member to, authorize, declare or pay any Dividends, except that: (i) any Subsidiary of Borrower Group Member may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of BorrowerBorrower that is a parent of such Borrower Group Member; and (ii) Guarantor, any Borrower and any of their respective Subsidiaries Group Member may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend), and (C) commencing with the Fiscal Quarter ending on December 31, 2012, such Dividends do not, in the aggregate exceed Funds From Operations in any Fiscal Year. (b) Without limitation of the foregoing, any No Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code REIT during any Fiscal Year of Guarantor, General Partner and the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor General Partner (to be further distributed to Guarantor) or Guarantor, as applicable, when and to the extent necessary for Guarantor to distribute, and Guarantor may (and if it receives such cash Dividends from General Partner and/or the Borrower, shall) so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status qualification as a real estate investment trust, unless REIT and avoid imposition of income and excise taxes under Section 857 and 4981 of the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of DefaultCode.

Restricted Payments, etc. (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any Dividends, except that: (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). , (bC) Without limitation provided that the Total Leverage Ratio, on a pro forma basis, would not be greater than sixty percent (60%), an amount not to exceed ten percent (10%) of Funds From Operations in any Fiscal Year may be used for the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition acquisition, directly or similar transactionindirectly, of any class of Borrower’s or Guarantor’s outstanding Capital Stock Stock, and (eachD) such Dividends (including, a “Share Repurchase”without limitation, the Dividends described in clause (C) shall be permitted only upon Borrower’s certification to above) do not, in the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or aggregate exceed sixty ninety percent (6090%) and (ii) at of Funds From Operations in any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%).Fiscal Year; and (cb) No Dividend, including any Share Repurchase, Dividend or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Default.

Restricted Payments, etc. (a) Borrower The Company will not, nor will Borrower it permit Guarantor or any of their respective Subsidiaries Subsidiary to, authorize, declare or make, or agree to pay or make, directly or indirectly, any DividendsRestricted Payment or incur any obligation (contingent or otherwise) to do so, except thatexcept: (i) any Subsidiary of Borrower the Company may authorize, declare and pay cash Dividends dividends or make distributions with respect to Borrower or to any Subsidiary its capital stock solely in additional shares of Borrower; andits common stock; (ii) Guarantor, Borrower the Subsidiaries of the Company may declare and any of pay dividends ratably with respect to their respective Subsidiaries may authorize, declare or pay Dividends from time to time capital stock; (in addition to those permitted pursuant to the preceding clause (i)), iii) so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantorcontinuing, the Borrower Company may authorizepay current dividends on its capital stock, declare repurchase its capital stock and pay quarterly cash Dividends make other Restricted Payments in an amount not exceeding Cumulative Distributable Cash of the Company and its Subsidiaries calculated as of the date of such Restricted Payment; PROVIDED that, after June 30, 2005, no Restricted Payment shall be made under this CLAUSE (III) prior to the date five days after the Company shall have delivered to the Administrative Officer a certificate signed on its behalf by a Responsible Officer stating that the amount of such Restricted Payment to be made pursuant to this CLAUSE (III) and demonstrating that the sum of (A) Cumulative Distributable Cash through the most recent fiscal quarter as of which the financial statements under SECTION 6.01 (which may be based on estimatesunaudited if the financial statements required under SECTION 6.01(A) are not available) and a Compliance Certificate required to Guarantor when and be delivered with such financial statements have been delivered to the extent necessary for Guarantor Lenders MINUS (B) the amount of such Restricted Payment, is greater than zero; and (iv) so long as no Default shall have occurred and be continuing, the Company may pay current dividends on its capital stock, repurchase capital stock and make other Restricted Payments up to distributebut not exceeding the Available Equity Issuance Amount as of the date of such Restricted Payment, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed PROVIDED; that at the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent time of any monetary Event Restricted Payment under this CLAUSE (IV), the Company shall deliver a certificate signed on its behalf by a Responsible Officer stating the amount of Default or other material Event the Restricted Payment being made pursuant to this CLAUSE (IV) and setting forth a calculation of Defaultthe Available Equity Issuance Amount immediately before and immediately after such Restricted Payment.

Restricted Payments, etc. (a) Borrower PAAC will not, nor will it cause, permit or suffer any of its Restricted Subsidiaries (including the Borrower permit Guarantor and its Restricted Subsidiaries) to, (i) declare or pay any dividends or make any other distributions (including through mergers, amalgamations, liquidations or other transactions commonly known as leveraged buyouts) on any class of Equity Interests of PAAC or such Restricted Subsidiary (other than dividends or distributions payable or paid by a Wholly-Owned Restricted Subsidiary of PAAC on account of its Equity Interests held by PAAC or another Restricted Subsidiary or payable or paid in shares of Capital Stock of PAAC other than Redeemable Stock), (ii) make any payment on account of, or set apart money for a sinking or other analogous fund for, the purchase, redemption or other retirement of such Equity Interests, (iii) purchase, defease, redeem or otherwise retire any Subordinated Indebtedness or (iv) make any Restricted Investment, either directly or indirectly, whether in cash or property or in obligations of the Borrower, PAAC or any of their respective Restricted Subsidiaries to, authorize, declare or pay any Dividends, except that: (i) any Subsidiary all of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)foregoing being called "Restricted Payments"), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect theretounless, (Bx) calculations are made by Borrower establishing compliance with in the financial covenants contained in Section 7.2.4 for case of a dividend, such dividend is payable not more than 60 days after the Test Period, on a pro forma basis date of declaration and (giving effect to the payment of the applicable Dividend). (by) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be proposed Restricted Payment, all the conditions set forth in clauses (i1) during the first three years following the Closing Date, equal or exceed sixty percent through (60%3) and below are satisfied (iiA) at the date of declaration (in the case of any time from and after dividend), (B) at the third anniversary date of such setting apart (in the Closing case of any such fund) or (C) on the date of such other payment or distribution (in the case of any other Restricted Payment) (each such date being referred to as a "Restricted Payment Computation Date, equal or exceed fifty-five percent (55%)."): (c1) No Dividend, including any Share Repurchase, no Default or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have has occurred and be is continuing or would result from any the making of such Dividend Restricted Payment; (2) at the Restricted Payment Computation Date for such Restricted Payment and after giving effect to such Restricted Payment on a pro forma basis, PAAC or other payment; provided, however, that notwithstanding such Restricted Subsidiary could incur $1.00 of additional Indebtedness pursuant to the restrictions first sentence of Section 7.2.6(a7.2.1; and (3) the aggregate amount of Restricted Payments declared, paid or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and distributed subsequent to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount date hereof (including the proposed Restricted Payment) will not to exceed the minimum amount necessary sum of (i) 50% of the cumulative Consolidated Net Income of PAAC for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Default.the

Restricted Payments, etc. SIHL will not, and will not permit any of the Subsidiaries to, (a) Borrower will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay make a Restricted Payment, or make any Dividendsdeposit for any Restricted Payment; PROVIDED, except that: (i) any Subsidiary of Borrower may authorizethat notwithstanding the foregoing, declare and pay cash Dividends SIHL shall be permitted to Borrower or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time make a Restricted Payment if (in addition to those permitted pursuant to the preceding clause (i)), so long as (Ax) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately both before and after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). such Restricted Payment, no Default has occurred and is continuing or would result therefrom, (by) Without limitation of the foregoing, any Dividend that is SIHL shall have delivered a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification Compliance Certificate to the Administrative Agent certifying to that the Total Leverage Ratioeffect and evidencing, on a pro forma PRO FORMA basis after giving effect to such Share Repurchase would Restricted Payment, compliance with each of the covenants set forth in SECTION 7.2.4, and (z) the aggregate amount of all Restricted Payments made in any Fiscal Year when aggregated with the principal amount of, and accrued interest (and premium, if any) on any Subordinated Notes redeemed, purchased or defeased in accordance with CLAUSE (b)(ii), shall not be exceed the Restricted Payment Amount; (i) during make any payment or prepayment of principal of, or interest on, any Subordinated Notes (A) on any day other than, in the first three years following case of interest only, the Closing Datestated scheduled date for such payment of interest set forth in the applicable Subordinated Notes or in the applicable Subordinated Note Indenture, equal or exceed sixty percent (60%B) and which would violate the terms of this Agreement or the Subordination Provisions of such Subordinated Note Indenture; or (ii) at redeem, purchase or defease any time from and after Subordinated Notes provided, that notwithstanding the third anniversary foregoing, SIHL shall be permitted in each Fiscal Year to pay, prepay, purchase, redeem or defease Subordinated Notes but only to the extent that the principal amount so paid, prepaid, purchased, redeemed or defeased, when aggregated with the amount of Restricted Payments paid under CLAUSE (a), does not exceed the Closing Date, equal or exceed fifty-five percent (55%).Restricted Payment Amount; and (c) No Dividend, including make any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at deposit for any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions foregoing purposes in excess of Section 7.2.6(athe amounts permitted by CLAUSE (a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Defaultb).

Restricted Payments, etc. (a) The Parent and the Borrower will not, nor and will Borrower not permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay make a Restricted Payment, or make any Dividendsdeposit for any Restricted Payment, except thatexcept: (ia) Restricted Payments payable by any non-wholly owned Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower its shareholders or to any Subsidiary of Borrower; and (ii) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i))members generally, so long as (A) no Event of Default exists at the time of the respective authorizationBorrower or a Subsidiary Guarantor receives, declaration directly or payment or would exist immediately after giving effect theretoindirectly, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis rata share of such dividends (giving effect to based upon the payment aggregate equity interests of such non-wholly owned Subsidiary held by the applicable DividendBorrower and its Subsidiaries).; (b) Without limitation of Restricted Payments payable (i) by any Subsidiary to the foregoing, Borrower or any Dividend other Subsidiary Guarantor (that is a redemption, retirement, purchase wholly owned Subsidiary) or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at by any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%).Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifiesa Default has not occurred and is not continuing, Parent or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorizeredeem or repurchase Capital Securities of the Parent or the Borrower, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to respectively, held by officers, directors or employees of the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to Parent or any of its shareholders generally Subsidiaries following the termination of employment or service of such Person in an aggregate amount not to exceed with respect to all redemptions or purchases pursuant to this clause (c) in the minimum amount necessary aggregate during any Fiscal Year, $2,500,000; (d) Restricted Payments comprised of (x) the making of any payment or prepayment of principal of, or premium or interest on, the 2009 Notes, (y) the redemption, retirement, purchase, defeasance or other acquisition of any 2009 Notes or (z) the making of any deposit (including the payment of amounts into a sinking fund or other similar fund) for Guarantor any of the foregoing purposes; provided that (i) at the time of making any such Restricted Payment, no Default shall have occurred and be continuing, (ii) after giving effect to maintain its tax status as a real estate investment trustany such Restricted Payment, unless the Borrower receives notice from and the Subsidiary Guarantors shall have Liquidity of at least $35,000,000 and (iii) before making any such Restricted Payment (or series of related Restricted Payments) in an amount exceeding $2,500,000, the Administrative Agent shall have received a Compliance Certificate executed by the chief financial officer of the Borrower certifying and, if reasonably requested by the Administrative Agent, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that on a historical pro forma basis (after giving effect to such Restricted Payment and related transactions and all Restricted Payments and related transactions made pursuant to this clause prior thereto during the applicable periods thereunder) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 7.1, financial statements have been, or are required to have been, delivered by the Parent, the Parent would be in compliance with Section 8.4 as of the last day of such Fiscal Quarter; and (e) (i) other Restricted Payments by the Parent (x) in an amount not to exceed $5,000,000 over the term of this Agreement or (y) so long as the Leverage Ratio as at the end of the Fiscal Quarter most recently completed prior to the making of such Restricted Payment with respect to which, pursuant to Section 7.1, financial statements have been, or are required to have been, delivered by the Parent, was 2.5:1 or less, in an amount not to exceed the Cash Flow Basket at the time of making such Restricted Payment, and (ii) other Restricted Payments by the Borrower to the Parent solely to enable the Parent to make the foregoing Restricted Payments; provided that (x) at the time of making any monetary Event such Restricted Payment, no Default shall have occurred and be continuing, (y) after giving effect to any such Restricted Payment, the Borrower and the Subsidiary Guarantors shall have Liquidity of Default at least $35,000,000 and (z) before making any such Restricted Payment (or other material Event series of Defaultrelated Restricted Payments) in an amount exceeding $2,500,000), the Administrative Agent shall have received a Compliance Certificate executed by the chief financial officer of the Borrower certifying and, if reasonably requested by the Administrative Agent, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that on a historical pro forma basis (after giving effect to such Restricted Payment and related transactions and all Restricted Payments and related transactions made pursuant to this clause prior thereto during the applicable periods thereunder) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 7.1, financial statements have been, or are required to have been, delivered by the Parent, the Parent would be in compliance with Section 8.4 as of the last day of such Fiscal Quarter and, in the case of a Restricted Payment to be made pursuant to subclause (i)(y) of this clause (e), would have a Leverage Ratio of 2.5:1 or less as of the last day of such Fiscal Quarter.

Restricted Payments, etc. (a) Borrower will not, nor will Borrower permit Guarantor or any of their Borrower’s or Guarantor’s respective Subsidiaries to, authorize, declare or pay any Dividends, except thatin the following circumstances: (i) any Subsidiary of Borrower may authorize, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrower; and; (ii) Guarantor, Guarantor and Borrower and any of their respective Subsidiaries may shall be permitted to authorize, declare or and pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, and (B) calculations are made such Dividends, when aggregated with all Dividends paid during the current Fiscal Quarter and the preceding three consecutive Fiscal Quarters, do not exceed the greater of (x) ninety-five percent (95%) of Funds From Operations (excluding any Share Repurchase not prohibited by Section 7.2.6(b)) and (y) the minimum amount necessary for Guarantor to maintain its status a real estate investment trust under sections 856 through 860 of the Code and eliminate any U.S. federal income tax liability under sections 857, 858 and 4981 of the Code; (iii) provided no Event of Default has occurred and is continuing or would result therefrom, Guarantor and Borrower establishing compliance shall be permitted to pay Dividends to holders of preferred Capital Stock that accrued with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect respect to the payment most recent Fiscal Quarter (a “Current Preferred Dividend”); and (iv) For the avoidance of the applicable Dividend)doubt, nothing in this Agreement shall be interpreted as prohibiting Dividends from Subsidiaries to holders of Capital Stock in Joint Ventures. (b) Without limitation of the foregoingBorrower and Guarantor shall not redeem, retire, repurchase or engage in any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be unless (i) during the first three years following the Closing Date, equal no Event of Default has occurred and is continuing or exceed sixty percent (60%) would result therefrom and (ii) at any time from and after with respect to common Capital Stock, the third anniversary Total Fixed Charge Coverage Ratio exceeds 1.35:1.0 for the prior Fiscal Quarter. The foregoing restriction shall not be deemed to apply to (i) a reverse stock split pursuant to the terms of Section 7.1.16 or (ii) a transaction or series of transactions in which an outstanding issue of the Closing DateCapital Stock of Guarantor or Borrower is replaced, equal redeemed, or exceed fifty-five percent exchanged with a new issue of Capital Stock or the proceeds thereof, as applicable (55%or in each case portions thereof). (c) No Dividend, including any Share Repurchase, Dividend in cash or other payment in kind may be paid or made by Borrower or Guarantor under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Default. (d) For avoidance of doubt, a Dividend paid or satisfied with the issuance of Capital Stock shall not be deemed to be a Dividend “in kind.”

Restricted Payments, etc. (a) The Borrower will not, nor and will Borrower not permit Guarantor or any of their respective its Restricted Subsidiaries to, authorize, declare or pay make a Restricted Payment, or make any Dividendsdeposit for any Restricted Payment, except thatother than: (a) dividends or distributions payable in common stock of the Borrower or preferred stock of the Borrower and its Restricted Subsidiaries; and (b) Restricted Payments made by Restricted Subsidiaries to the Borrower or wholly owned Subsidiaries. (c) The Borrower and any of its Restricted Subsidiaries may redeem Capital Stock, provided, that the following conditions are met: (i) any Subsidiary of Borrower may authorizethe Total Debt to EBITDA Ratio, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrowerimmediately following such redemption is less than 3.00:1.00, calculated on a pro forma basis; and (ii) Guarantorthe Fixed Charge Coverage Ratio immediately following the redemption shall not be less than the ratio required for the period in which such redemption occurs, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (as set forth in addition to those permitted pursuant to the preceding clause (i)Section 7.2.4(c), so long as calculated on a pro forma basis; and (Aiii) no Event the aggregate value of Default exists such redemptions shall not exceed $3,000,000, in Fiscal Year 1998, $3,500,000 in Fiscal Year 1999, and $4,000,000 in any Fiscal Year thereafter; and (iv) the aggregate value of all such redemptions shall not exceed $8,000,000; and (v) the unborrowed Revolving Loan Commitment Amount shall not be less than $7,500,000 at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend).such redemption; and (bvi) Without limitation at the time of the foregoingsuch Restricted Payment, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis both before and after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing DateRestricted Payment, equal no Default or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Defaultcaused thereby.

Restricted Payments, etc. (a) Borrower None of the Group Companies will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any DividendsRestricted Payments (other than Restricted Payments payable solely in Equity Interests (exclusive of Debt Equivalents) of such Person), except that: (i) any Wholly-Owned Subsidiary of the Borrower may authorize, declare and pay cash Dividends make Restricted Payments to the Borrower or to any Wholly-Owned Subsidiary of the Borrower; and; (ii) Guarantorany non-Wholly-Owned Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any Wholly-Owned Subsidiary of the Borrower or ratably to all holders of its outstanding Equity Interests; (iii) the Borrower may make to Holdings and Holdings may further make one or more Restricted Payments in an amount that, Borrower when taken together with the aggregate amount of Investments made pursuant to Section 7.06(a)(xx)(B) and the aggregate amount of all payments in respect of the redemption, purchase, prepayment, retirement, defeasance or other acquisition of any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted Senior Subordinated Notes pursuant to the preceding clause (i)second sentence of Section 7.08(c), so long as does not exceed 35% of the Net Cash Proceeds from all Foreign Asset Dispositions effected after the Closing Date; provided that (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing immediately before or would after giving effect thereto, (B) as a result from of or in contemplation of or following the announcement of the consummation of the most recent Foreign Asset Disposition, no downgrading shall have occurred in the rating or negative change made to the outlook accorded the Senior Subordinated Notes or any of the Borrower’s and its Subsidiaries’ other Debt by either Xxxxx’x or S&P, and neither such organization shall have announced that it has under surveillance or review its ratings of any of the Borrower’s or its Subsidiaries’ rated Debt, (C) the Administrative Agent shall have received a Pro-Forma Compliance Certificate as contemplated by the definition thereof and (D) after giving effect thereto, the Aggregate Revolving Committed Amount shall be at least $10,000,000 greater than the Aggregate Revolving Outstandings; (iv) Holdings may redeem or repurchase Equity Interests (or Equity Equivalents), or make cash distributions to Kingpin Holdings, LLC to enable Kingpin Holdings, LLC to redeem or repurchase Equity Interests (or Equity Equivalents), or in either case to make payments on any notes issued in connection with the prior redemption or purchase of any such Dividend Equity Interests, from (A) current or former officers, employees and directors of any Group Company (or their estates, spouses or former spouses) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise or (B) other payment; providedholders of Equity Interests or Equity Equivalents in Holdings, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifiesthe purpose of such purchase is to acquire common stock for reissuance to new officers, employees and directors (or has taken their estates) of any Group Company, to the extent so reissued within 12 months of any such purchase; provided that in all other actions necessary such cases (A) no Default or Event of Default is then in existence or would otherwise arise therefrom, (B) the aggregate amount of all cash distributed by the Borrower to qualifyHoldings in respect of all such shares so redeemed or repurchased (including cash distributed to make payments on any notes issued in connection with the prior redemptions or purchases) does not exceed $2,000,000 in any fiscal year of Holdings (with unused amounts being carried forward to succeeding fiscal years) or $5,000,000 in the aggregate from and after the Closing Date, and provided further that Holdings may purchase, redeem or otherwise acquire Equity Interests and Equity Equivalents of Holdings pursuant to this clause (iv) without regard to the restrictions set forth in the first proviso above for consideration consisting of the proceeds of key man life insurance obtained for the purposes described in this clause (iv); (v) so long as a “real estate investment trust” under the Code during any Fiscal Year no Default or Event of GuarantorDefault is then in existence or would otherwise arise therefrom, the Borrower may authorizemake cash Restricted Payments to Holdings, declare and pay quarterly if Holdings promptly uses such proceeds for the purposes described in clause (iv) above; (vi) the Borrower may make cash Dividends (which may be based on estimates) Restricted Payments to Guarantor when and to Holdings for the extent necessary for Guarantor to distributepurpose of paying, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount amounts not to exceed the minimum amount necessary to pay, (A) the then currently due fees and expenses of Holdings’ counsel, accountants and other advisors and consultants, and other operating and administrative expenses of Holdings (including employee and compensation expenditures and other similar costs and expenses) incurred in the ordinary course of business that are for Guarantor to maintain its tax status as a real estate investment trustthe benefit of, unless or are attributable to, or are related to, including the financing or refinancing of, Holdings’ Investment in the Borrower and its Subsidiaries, (B) the then currently due fees and expenses of Holdings’ independent directors and (C) the then currently due taxes payable by Holdings solely on account of the income of Holdings related to its Investment in the Borrower and its Subsidiaries and the reasonable expenses of preparing returns reflecting such taxes; provided that Holdings agrees to be obligated to contribute to the Borrower any refund Holdings receives notice from relating to any such taxes; (vii) Restricted Payments made with Net Cash Proceeds of one or more Qualifying Equity Issuances within three Business Days following the Administrative Agent receipt thereof; provided that, after giving effect to such Restricted Payment, no Change of any monetary Event Control shall have occurred; (viii) noncash repurchases of Default Equity Interests by Holdings deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options; and (ix) cash payments by Holdings in lieu of the issuance of fractional shares upon exercise or other material Event conversion of DefaultEquity Equivalents.

Restricted Payments, etc. (a) Borrower None of the Group Companies will not, nor will Borrower permit Guarantor or any of their respective Subsidiaries to, authorize, declare or pay any DividendsRestricted Payments (other than Restricted Payments payable solely in Equity Interests (exclusive of Debt Equivalents) of such Person), except that: (i) the Preferred Stock Redemption and the Equity Distribution may be effected on the Closing Date; (ii) any Wholly-Owned Subsidiary of the Borrower may authorize, declare and pay cash Dividends make Restricted Payments to the Borrower or to any Wholly-Owned Subsidiary of the Borrower; (iii) any non-Wholly-Owned Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any Wholly-Owned Subsidiary of the Borrower or ratably to all holders of its outstanding Equity Interests; (iv) so long as no Default or Event of Default is then in existence or would otherwise arise therefrom, the Borrower may make cash Restricted Payments to Holdings and Holdings may in turn make cash Restricted Payments to Parent Holdings to enable Parent Holdings to redeem or repurchase Equity Interests (or Equity Equivalents) from (A) officers, employees and directors of any Group Company (or their estates, spouses or former spouses) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise, or (B) other holders of Equity Interests or Equity Equivalents in Parent Holdings; provided that in all such cases (A) no Default or Event of Default is then in existence or would otherwise arise therefrom, (B) the aggregate amount of all cash paid in respect of all such shares so redeemed or repurchased does not exceed the Applicable Basket Amount in the aggregate from and after the Closing Date, and provided further that Parent Holdings may purchase, redeem or otherwise acquire Equity Interests and Equity Equivalents of Parent Holdings pursuant to this clause (iv) without regard to the restrictions set forth in the first proviso above for consideration consisting of (x) the proceeds of key man life insurance, (y) the Net Cash Proceeds of Qualifying Equity Issuances not otherwise utilized for any purpose specified in clause (iii) of the definition of “Qualifying Equity Issuance” and (z) that portion of Excess Cash Flow for the fiscal years ended after the Closing Date, if any, not required to be used to prepay the Loans or Cash Collateralize L/C Obligations in accordance with Section 2.09 or utilized to make Investments under Section 7.06(a)(xvii) or Consolidated Capital Expenditures under Section 7.14(c); (v) the Borrower may make cash Restricted Payments to Holdings, and Holdings may in turn make cash Restricted Payments to Parent Holdings, to enable Holdings or Parent Holdings to pay, and in amounts not to exceed the amount necessary to pay, (A) the then currently due fees and expenses of Holdings’ and Parent Holdings’ counsel, accountants and other advisors and consultants, and other operating and administrative expenses of Holdings and Parent Holdings (including employee and compensation expenditures, directors’ and officers’ insurance premiums and other similar costs and expenses) incurred in the ordinary course of business that are for the benefit of, or are attributable to, or are related to, including the financing or refinancing of, Parent Holding’s Investment in the Borrower and its Subsidiaries, up to an aggregate amount of the Applicable Basket Amount for each fiscal year, (B) the then currently due fees and expenses of Holdings’ and Parent Holdings’ independent directors and (C) the then currently due taxes payable by Holdings and Parent Holdings solely on account of the income of Holdings and Parent Holdings related to their respective Investment in the Borrower and its Subsidiaries and the reasonable expenses of preparing returns reflecting such taxes; provided that Holdings and Parent Holdings agree to contribute to the Borrower any refund Holdings or Parent Holdings receives relating to any such taxes; and (iivi) Guarantor, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (in addition to those permitted pursuant to the preceding clause (i)), so long as (A) no Event of Default exists at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend). (b) Without limitation of the foregoing, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing Date, equal or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly make cash Dividends (which may be based on estimates) Restricted Payments to Guarantor when and to the extent necessary for Guarantor to distributeHoldings, and Guarantor Holdings may so distributein turn make cash Restricted Payments to Parent Holdings, cash Dividends to its shareholders generally enable Holdings or Parent Holdings to pay, and in an aggregate amount amounts not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless pay the amount that the Borrower receives notice from would have been required to pay for federal, state, local or other taxes on income if it were deemed to be the Administrative Agent common parent of an affiliated group (within the meaning of Section 1504 of the Code) of which only it and its Subsidiaries were members (and assuming for such purpose that such group had the benefit of any monetary Event losses of Default the Borrower and its Subsidiaries previously used by Holdings or other material Event Parent Holdings); provided that such payments may be made only in respect of Defaultthe period during which the Borrower is consolidated with Holdings and Parent Holdings for purposes of the payment of such taxes (such payments being herein referred to as (“Permitted Tax Distributions”).

Restricted Payments, etc. (a) The Borrower will not, nor and will Borrower not permit Guarantor or any of their respective its Restricted Subsidiaries to, authorize, declare or pay make a Restricted Payment, or make any Dividendsdeposit for any Restricted Payment, except thatother than: (a) dividends or distributions payable in common stock of the Borrower or preferred stock of the Borrower and its Restricted Subsidiaries; and (b) Restricted Payments made by Restricted Subsidiaries to the Borrower or wholly owned Subsidiaries. (c) The Borrower and any of its Restricted Subsidiaries may redeem Capital Stock, provided, that the following conditions are met: (i) any Subsidiary of Borrower may authorizethe Total Debt to EBITDA Ratio, declare and pay cash Dividends to Borrower or to any Subsidiary of Borrowerimmediately following such redemption is less than 3.00:1.00, calculated on a PRO FORMA basis; and (ii) Guarantorthe Fixed Charge Coverage Ratio immediately following the redemption shall not be less than the ratio required for the period in which such redemption occurs, Borrower and any of their respective Subsidiaries may authorize, declare or pay Dividends from time to time (as set forth in addition to those permitted pursuant to the preceding clause (i)SECTION 7.2.4(c), so long as calculated on a pro forma basis; and (Aiii) no Event the aggregate value of Default exists such redemptions shall not exceed $3,000,000 in Fiscal Year 1998, $3,500,000 in Fiscal Year 1999, and $4,000,000 in any Fiscal Year thereafter; and (iv) the aggregate value of all such redemptions shall not exceed $8,000,000; and (v) the unborrowed Revolving Loan Commitment Amount shall not be less than $7,500,000 at the time of the respective authorization, declaration or payment or would exist immediately after giving effect thereto, (B) calculations are made by Borrower establishing compliance with the financial covenants contained in Section 7.2.4 for the Test Period, on a pro forma basis (giving effect to the payment of the applicable Dividend).such redemption; and (bvi) Without limitation at the time of the foregoingsuch Restricted Payment, any Dividend that is a redemption, retirement, purchase or other acquisition or similar transaction, of any class of Borrower’s or Guarantor’s outstanding Capital Stock (each, a “Share Repurchase”) shall be permitted only upon Borrower’s certification to the Administrative Agent that the Total Leverage Ratio, on a pro forma basis both before and after giving effect to such Share Repurchase would not be (i) during the first three years following the Closing DateRestricted Payment, equal no Default or exceed sixty percent (60%) and (ii) at any time from and after the third anniversary of the Closing Date, equal or exceed fifty-five percent (55%). (c) No Dividend, including any Share Repurchase, or other payment may be paid or made under this Section 7.2.6 at any time that an Event of Default shall have occurred and be continuing or would result from any such Dividend or other payment; provided, however, that notwithstanding the restrictions of Section 7.2.6(a) or the first part of this sentence, for so long as Guarantor qualifies, or has taken all other actions necessary to qualify, as a “real estate investment trust” under the Code during any Fiscal Year of Guarantor, the Borrower may authorize, declare and pay quarterly cash Dividends (which may be based on estimates) to Guarantor when and to the extent necessary for Guarantor to distribute, and Guarantor may so distribute, cash Dividends to its shareholders generally in an aggregate amount not to exceed the minimum amount necessary for Guarantor to maintain its tax status as a real estate investment trust, unless the Borrower receives notice from the Administrative Agent of any monetary Event of Default or other material Event of Defaultcaused thereby.