Common use of Restricted Payments, etc Clause in Contracts

Restricted Payments, etc. On and at all times after the Effective Date the Borrower will not, and will not permit any of its Subsidiaries to: (a) 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 or otherwise retire, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or any of its Subsidiaries; or (b) make any deposit for any of the foregoing purposes; provided, however, that the Borrower may take such actions otherwise prohibited by this Section so long as the amount applied thereto shall not exceed the Available Investment Amount at the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower.

Restricted Payments, etc. On and at all times after the Effective Date the Borrower will not, and will not permit any of its Subsidiaries toDate: (a) WWI will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower WWI or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower WWI (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups splits 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 or otherwise retireredeem, any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the BorrowerWWI, or grant warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding, including but not limited to the WWI Preferred Shares) of WWI (collectively, "Restricted Payments"); provided, that (x) WWI may make dividend payments under the Borrower WWI Preferred Shares so long as no Default has occurred under this Agreement or the Senior Subordinated Note Indenture or would result therefrom, (y) WWI may use 50% of Net Equity Proceeds retained by WWI or its Subsidiaries under clause (d) of Section 3.1.1, solely for the redemption, in whole or in part, of such WWI Preferred Shares and (z) WWI may repurchase its stock held by employees constituting management, in an amount not to exceed $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000 (amounts unused in any Fiscal Year may be used in the immediately succeeding Fiscal Year); (b) WWI will not, and will not permit any of its SubsidiariesSubsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Senior Subordinated Notes (A) on any day other than, in the case of interest only, the stated, scheduled date for such payment of interest set forth in the applicable Senior Subordinated Notes or in the Senior Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of the Senior Subordinated Note Indenture; or (bii) redeem, purchase or defease, any Senior Subordinated Notes; and (c) WWI will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; provided, however, that the Borrower may take such actions otherwise prohibited by this Section so long as the amount applied thereto shall not exceed the Available Investment Amount at the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower.

Restricted Payments, etc. On and at all times after the Effective Date Date, (a) the Borrower will not, and will not permit any of its Subsidiaries to: (a) 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 or otherwise retireredeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or grant 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 million in the aggregate per annum of shares of any class of its Subsidiaries; or 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, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; providedpurchase, howeverredemption, distribution or other payment that the Borrower may take such actions otherwise would be prohibited by this Section. This Section so long as the amount applied thereto shall not exceed be construed so as to prohibit MarkWest Canada Co. from making payments under the Available Investment Amount at the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the BorrowerIncentive Payments Agreement.

Restricted Payments, etc. On and at all times after the Effective Date Date, the Borrower will not, and will not permit any of its Subsidiaries to: (a) 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 Restricted 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 Restricted Subsidiaries to purchase or redeem or otherwise retireredeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, if, after giving effect thereto, a Default or an Event of Default shall have occurred and be continuing or been caused thereby; provided, that notwithstanding any restriction contained in this Section, the Borrower or may redeem any of its Subsidiaries; or (b) make any deposit for any shares of capital stock in exchange for, or out of the foregoing purposes; providedproceeds of the substantially concurrent sale of, howevershares of capital stock, that and any dividend otherwise permitted under the Borrower may take such actions otherwise prohibited by terms of this Section so long as on the amount applied thereto shall not exceed the Available Investment Amount at the time date of such applicationdividend’s declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this Section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock of the Borrower may distribute shares for purposes of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrowerthis Section.

Restricted Payments, etc. On and at all times after the Effective Date during the Borrower will not, and will not permit any existence of its Subsidiaries toan Event of Default or if an Event of Default would result therefrom: (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 or otherwise retireredeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower; (b) The Borrower or will not, and will not permit any of its SubsidiariesSubsidiaries to: (i) 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; (ii) redeem, purchase or defease, any Subordinated Debt; or (biii) make any deposit for any of the foregoing purposes; provided, however, that the Borrower may take such actions otherwise prohibited by this Section so long as the amount applied thereto shall not exceed the Available Investment Amount at the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower.

Restricted Payments, etc. On and at all times after the Restatement Effective Date the Borrower will not, and will not permit any of its Subsidiaries toDate: (a) the Revolving 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 Revolving 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 Revolving 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 or otherwise retireredeem, any shares of any class of capital stock (now or hereafter outstanding) of the Revolving Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Revolving Borrower or any of its Subsidiaries(collectively, "DISTRIBUTIONS"); orand (b) the Revolving Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; provided, howeverPROVIDED, that following the Restatement Effective Date, the Revolving Borrower may take make Distributions in cash if all the following conditions are met: (A) no Default shall have occurred and be continuing both prior to and after giving effect to the declaration and payment of any such actions otherwise prohibited by this Section so long as Distribution; (B) the aggregate cumulative amount applied thereto of Distributions made after the Restatement Effective Date shall not exceed 50% of the Available Investment Amount at cumulative amount of Consolidated Net Income for the time period after September 30, 1995; and (C) no Distribution may be made with any of such application; and provided, further, that the Borrower may distribute shares proceeds of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrowerany Credit Extension.

Restricted Payments, etc. On and at all times after the Effective Date the Borrower will not, and will not permit any of its Subsidiaries to:Date, (a) subject to clause (b)(ii), 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 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 stock 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 splitups splits 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 or otherwise retireredeem, any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock Capital Securities (now or hereafter outstanding) of the Borrower (collectively, “Restricted Payments”); provided, that: (i) the Borrower may make Restricted Payments of dividends on the Borrower’s Capital Securities or to repurchase the Borrower’s Capital Securities in an amount up to $20,000,000 plus 66.67% of Net Income from December 2, 2001, so long as (i) both before and after giving effect to such Restricted Payment no Default has occurred and is continuing and (ii) the Borrower shall have at least $30,000,000 of unused Revolving Loan Commitments; and (ii) the Borrower may repurchase its stock held by employees constituting management, in an 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 immediately succeeding Fiscal Year); (b) the Borrower will not, and will not permit any of its SubsidiariesSubsidiaries to (i) make any payment or prepayment of principal of, or interest on, any Subordinated Debt other than (A) in the case of interest only, on the stated, scheduled date for such payment of interest set forth in the applicable Subordinated Debt or in the indenture governing such Subordinated Debt, (B) as permitted by clause (b)(ii) or (C) which would violate the terms of this Agreement or the subordination provisions of the indenture governing such Subordinated Debt; or (bii) make any payment or prepayment of principal of, or interest on, redeem, purchase or defease, any of the Senior Subordinated Notes 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 the foregoing purposes; provided, however, that the Borrower may take such actions otherwise prohibited by this Section so long as the amount applied thereto shall not exceed the Available Investment Amount at the time of such application; purposes (except in connection with any permitted expenditure described in clauses (a) and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower(b) above).

Restricted Payments, etc. On and at all times after the Restatement Effective Date the Borrower will not, and will not permit any of its Subsidiaries toDate: (a) the Revolving 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 Revolving 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 Revolving 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 or otherwise retireredeem, any shares of any class of capital stock (now or hereafter outstanding) of the Revolving Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Revolving Borrower or any of its Subsidiaries(collectively, "DISTRIBUTIONS"); orand (b) the Revolving Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; provided, howeverPROVIDED, that following the Restatement Effective Date, the Revolving Borrower may take make Distributions in cash if all the following conditions are met: (A) no Default shall have occurred and be continuing both prior to and after giving effect to the declaration and payment of any such actions otherwise prohibited by this Section so long as Distribution; (B) the aggregate cumulative amount applied thereto of Distributions made after the Restatement Effective Date shall not exceed 50% of the Available Investment Amount at cumulative amount of Consolidated Net Income for the time period after September 30, 1995; (C) no Distribution may be made with any of the proceeds of any Credit Extension; and (D) prior to payment of such application; Distribution, the Revolving Borrower shall deliver to the Administrative Agent a certificate signed by a senior financial Authorized Officer of the Revolving Borrower, certifying compliance with the foregoing CLAUSES (a) and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower(b).

Restricted Payments, etc. On and at all times after the Effective Date the The Borrower will not, and will shall not permit any of its Subsidiaries to: (a) declare, pay declare or make any dividend payment or other distribution (in of assets, properties, cash, property rights, obligations or obligations) securities on account of any shares of any class of capital stock (its Capital Stock, purchase, redeem or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding) , or pay, prepay, purchase, redeem or defease principal of the Senior Subordinated Notes or make any payments pursuant to any tax sharing arrangements or agreements, and the Borrower shall not permit any Restricted Subsidiary to purchase, redeem or on any warrants, options or other rights with respect to otherwise acquire for value any shares of any class of capital stock (Capital Stock of the Borrower, now or hereafter outstanding) of outstanding (or any warrants, rights or options to acquire such shares), and 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 shall not permit any of its Restricted Subsidiaries to applypay, prepay, purchase, redeem or defease principal of the Senior Subordinated Notes or to make any payments pursuant to any tax sharing arrangement or agreement, except that, so long as (except in the case of clause (e) below) before and after giving effect to any such payment no Default shall have occurred, the Borrower may: (a) declare and make dividends or other distributions payable solely in shares of its funds, property or assets to the Capital Stock; (b) purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem or otherwise retire, any acquire shares of common stock of the Borrower or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issuance of new shares of common stock of the Borrower; (c) redeem or exchange in whole or in part any Capital Stock of the Borrower for another class of capital stock (now Capital Stock or hereafter outstanding) rights to acquire such other class of Capital Stock of the Borrower, PROVIDED that such other class of Capital Stock contains terms and provisions (taken as a whole) at least as advantageous to the Lenders as those contained in the Capital Stock redeemed or grant warrants, exchanged thereby; (d) repurchase shares of its Capital Stock (together with options or other rights with warrants in respect of any thereof) and pay dividends to any KSL in amounts necessary to permit KSL to repurchase shares of KSL's Capital Stock (together with options or warrants in respect of any class thereof) held by the officers, directors and employees of capital stock (now or hereafter outstanding) of KSL, the Borrower or any of its Subsidiaries; ortheir respective Subsidiaries or Affiliates, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements; (bi) pay dividends to KSL in amounts necessary to pay administrative, legal, accounting and other fees, costs and expenses directly related to the ownership of the Borrower or the conduct of its operations and (ii) make, and may permit its Restricted Subsidiaries to make, payments to (x) the Borrower or any Restricted Subsidiary pursuant to a tax sharing agreement and (y) KSL pursuant to a tax sharing agreement in respect of the actual consolidated or combined tax liability of KSL and its Subsidiaries to the extent such tax payments are attributable to the tax liability of the Borrower and its Subsidiaries determined as if the Borrower and its Subsidiaries were an affiliated group of companies filing a consolidated or, as applicable, combined return, PROVIDED that, the Borrower and its Subsidiaries shall not make any portion of any such tax payment to the extent corresponding to any portion of such tax liability of the Borrower and its Subsidiaries attributable to any tax liability of an Unrestricted Subsidiary (determined as if Unrestricted Subsidiaries were to file returns on a separate reporting basis), unless the Borrower or its Restricted Subsidiaries shall have received contribution to the extent of each such Unrestricted Subsidiary's liability (as adjusted in good faith in a manner not materially adverse to the Lenders) from the Unrestricted Subsidiaries; (f) make a dividend or distribution constituting the Corporate Sale Transaction; (g) redeem, defease or otherwise prepay or retire the Senior Subordinated Notes in an aggregate amount not to exceed at any deposit for time the Available Amount at such time (to the extent not utilized prior to such time); (h) at any of time after the foregoing purposes; providedClosing Date, however, that the Borrower may take such actions pay cash dividends not otherwise prohibited by this Section permitted hereunder so long as the aggregate amount applied thereto shall so paid under this CLAUSE (h) during the term of this Agreement does not exceed an amount equal to the Available Investment Amount at sum of (i) $15,000,000 and (ii) 50% of Consolidated Net Income for the time period (taken as one accounting period) from the Closing Date through the last day of the most recently ended Fiscal Quarter; and (i) make dividends or distributions consisting of one or more Specified Real Properties to the extent (and only to the extent) that immediately prior to any such dividend or distribution of any Specified Real Property, the use of such application; and provided, further, that Specified Real Property shall be substantially similar to the use of such Specified Real Property by the Borrower may distribute shares of ZSC common stock held by it to and/or its stockholders; and provided, further, that Restricted Subsidiaries on the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the BorrowerClosing Date.

Restricted Payments, etc. On and at all times after the Effective Date the Borrower will not, and will not permit any of its Subsidiaries toDate: (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 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 Equity Interests (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 or otherwise retireredeem, any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock Equity Interests (now or hereafter outstanding) of the Borrower except: (i) the Borrower may make distributions to the Parent to enable the Parent to redeem or otherwise acquire for value shares of its Capital Stock of the Parent owned by employees, officers, directors and any and all non-Affiliates, provided that (A) no Default or Event of Default shall have occurred and be continuing or a Default or Event of Default shall occur as a -95- 103 result of such acquisition or redemption; (B) the aggregate value of such distributions shall not exceed (x) $5,000,000 (net of any cash repayments made to the Borrower or any of its SubsidiariesSubsidiaries in respect of loans or advances that were made to employees the proceeds of which were used to purchase equity Securities of the Parent) for the period ending on the first anniversary of the Effective Date and (y) $10,000,000 (net of any cash repayments made to the Borrower or any of its Subsidiaries in respect of loans or advances that were made to employees the proceeds of which were used to purchase equity Securities of the Parent) over the term of this Agreement; or(C) the Borrower shall have delivered the certificate required by clause (b) below; and (D) the Borrower shall have delivered a certificate in form and substance satisfactory to the Administrative Agent demonstrating (x) that the Total Debt to EBITDA Ratio shall not exceed 3.00 to 1.00 and (y) compliance with the Fixed Charge Coverage Ratio, in each case, computed on a pro forma basis after giving effect to such distribution; and (ii) the Borrower may make distributions to the Parent to enable it to redeem shares of its capital stock from members of the Borrower's management whose employment with the Borrower has terminated, provided that (A) the aggregate amount of such distributions made during any Fiscal Year minus the amount of additional cash equity contributions received by the Borrower during such Fiscal Year that represents proceeds from the issuance of capital stock in the Parent to a new member of the Borrowers' management shall not exceed $500,000 (net of any cash repayments made to the Borrower or any of its Subsidiaries in respect of loans or advances that were made to employees the proceeds of which were used to purchase equity Securities of the Parent); or (B) no Material Default or Event of Default shall have occurred and be continuing on the date of such payment or shall occur as a result of such payment; or (C) average daily availability under the Revolving Loan Commitment Amount shall not have been less than $25,000,000 during the 45-day period ending on the date of such payment and after giving effect to such payment, availability under the Revolving Loan Commitment Amount shall not be less than $25,000,000; and (D) the Borrower shall have delivered the certificate required by clause (b) below. (b) The Borrower may make distributions to the Parent in any Fiscal Year in an amount not greater than the lesser of (i) the consolidated (or, as applicable, combined) tax liability of the Parent for a prior tax year that is attributable to the consolidated (or, as applicable, combined) taxable income of the Borrower, and (ii) the total consolidated (or, as applicable, combined) tax liability of the Parent for such prior tax year. (c) Not less than five Business Days prior to making any distribution permitted pursuant to clause (a) above, and as a condition precedent to making such payment, the Borrower shall deliver to the Administrative Agent a certificate of the Authorized Officer of the Borrower stating: (i) that the Borrower is in compliance with all of the terms and conditions of this Agreement and the other Loan Documents to which it is a party; (ii) that no Material Default or Event of Default is in existence as of the date of the certificate or will be in existence as of the date of such payment, both with and without giving effect to the making of such payment; and (iii) the amount of such payment; and (d) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; providedpurposes other than for purposes of payments permitted under clause (a), however, that the Borrower may take such actions otherwise prohibited by this Section so long as the amount applied thereto shall not exceed the Available Investment Amount at the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower(b) or (c).

Restricted Payments, etc. On and at all times after the Effective Date the The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, make any Restricted Payment; provided, however, except that, so long as before and after giving effect to any such payment no Default shall have occurred, the Borrower may: (a) declare, pay declare and make dividends or make any dividend or distribution (other distributions payable solely in cash, property or obligations) on any shares of any class its Capital Stock; (b) purchase, redeem or otherwise acquire shares of capital common stock (now or hereafter outstanding) of the Borrower or on warrants or options to acquire any warrants, options or other rights such shares with respect to any the proceeds received from the substantially concurrent issuance of new shares of common stock of the Borrower; (c) redeem or exchange in whole or in part any class of capital stock (now or hereafter outstanding) Capital Stock 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 or otherwise retire, any shares of any for another class of capital stock (now Capital Stock or hereafter outstanding) rights to acquire such other class of Capital Stock of the Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or any of its Subsidiaries; or (b) make any deposit for any of the foregoing purposes; provided, however, that such other class of Capital Stock contains terms and provisions (taken as a whole) at least as advantageous to the Borrower may take such actions otherwise prohibited Lenders as those contained in the Capital Stock redeemed or exchanged thereby; (d) repurchase shares of its Capital Stock (together with options or warrants in respect of any thereof) held by this Section the officers, directors and employees of the Borrower, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements; (e) subject to the subordination provisions applicable thereto (1), redeem, defease or otherwise prepay or retire any Subordinated Debt (x) from the net proceeds of the issuance of other Subordinated Debt, Qualified Preferred Stock or common stock of the Borrower or (y) in an aggregate amount applied thereto not to exceed at any time the then Available Restricted Payment Amount, or (2) redeem any 8 1/2 % Regal Notes not purchased on the Closing Date; (f) pay cash dividends on common stock or preferred stock to the extent that (i) the Borrower shall not exceed have delivered to the Available Investment Amount at Administrative Agent (x) financial statements prepared on a pro forma basis after giving effect to the time payment of such application; cash dividends for the period of four consecutive Fiscal Quarters ending with the Fiscal Quarter then last ended for which financial statements and provided, furtherthe Compliance Certificate relating thereto have been delivered to the Administrative Agent pursuant to Section 7.1.1 and (y) a certificate of the Borrower executed by a Responsible Officer demonstrating that the financial results reflected in such financial statements would (1) comply with the requirements of clauses (a) and (b) of Section 7.2.3 for the Fiscal Quarter in which such dividend is to be made and (2) satisfy a requirement (A) in the case of Qualified Preferred Stock, that the Borrower may distribute shares Fixed Charge Coverage Ratio (which shall be adjusted to include the amount of ZSC such dividend being paid as additional Interest Expense in clause (b)(i) of the definition of such term) shall be at least 1.15:1.00 and (B) in the case of other preferred stock or common stock held by it to its stockholders; and provided, furtherstock, that the Total Leverage Ratio as at the end of such period be not greater than 4.0:1.0, and (ii) the aggregate amount expended by the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of respect to dividends on common and preferred (excluding, however, Qualified Preferred Stock) stock in ZSC held by it for shares of common stock pursuant to this clause shall not at any time exceed in the Borroweraggregate of then Available Restricted Payment Amount.

Restricted Payments, etc. On and at At all times after the Effective Date the Borrower will not, and will not permit any of its Subsidiaries to:times: ------------------------ (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 or otherwise retireredeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or any of its Subsidiaries; orBorrower; (b) the Borrower will not make any redemptions, prepayments, defeasances or repurchases of the Senior Notes; and (c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; provided, however, that notwithstanding any provision in the foregoing -------- ------- to the contrary, upon approval of the board of directors of the Borrower, the Borrower may take such actions otherwise prohibited by this Section shall be permitted to repurchase the shares of capital stock of the management of an Acquisition Prospect and Holdings so long as the aggregate amount applied thereto of all such repurchases shall not exceed $500,000 from and after the Available Investment Amount at date of the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the BorrowerOriginal Credit Agreement.

Restricted Payments, etc. On and at all times after the Effective Date the Borrower will not, and will not permit any of its Subsidiaries toDate: (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 or otherwise retireredeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower; (b) the Borrower or will not, and will not permit any of its SubsidiariesSubsidiaries to (i) 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 (bii) redeem, purchase or defease, any Subordinated Debt; and (c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; provided, however, that the Borrower may take such actions otherwise prohibited by this Section so long as the amount applied thereto shall not exceed the Available Investment Amount at the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower.

Restricted Payments, etc. On and at all times after the Effective Date Date, (a) the Borrower will not, and will not permit any of its Subsidiaries to: (a) 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 or otherwise retireredeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or grant 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) $1,000,000, 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 $250,000 in the aggregate per annum of shares of any class of its Subsidiaries; or 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, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes; provided, however, that the Borrower may take such actions otherwise prohibited by this Section so long as the amount applied thereto shall not exceed the Available Investment Amount at the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower.

Restricted Payments, etc. On Except as otherwise permitted pursuant to SECTION 9.2.13, on and at all times after the Effective Date the Borrower will not, and will not permit any of its Subsidiaries toDate: (a) the U.S. 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 Capital Stock (now or hereafter outstanding) of the U.S. Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the U.S. Borrower (other than dividends or distributions payable solely 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, but then only to the extent such stock or warrants, if received in respect of stock pledged under the Parent Pledge Agreement, are pledged to the U.S. Agent for the benefit of the Lenders pursuant to the Parent Pledge Agreement in a manner satisfactory to the U.S. Agent) 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 or otherwise retireredeem, any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the BorrowerU.S. Borrower or Parent, or grant warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the U.S. Borrower or any of its Subsidiaries; or (b) make any deposit for any of the foregoing purposes; provided, however, that the Borrower may take such actions otherwise prohibited by this Section so long as the amount applied thereto shall not exceed the Available Investment Amount at the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower.Parent;

Restricted Payments, etc. On and at all times after the Effective Date the Borrower date hereof Danka PLC will not, and will not permit any of its Subsidiaries to: (a) , 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 Danka PLC 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 Danka PLC (other than FIP Holder Payments and 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 or otherwise retireredeem, any shares of any class of capital stock (now or hereafter outstanding) of the BorrowerDanka PLC, or grant warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of Danka PLC, other than FIP Holder Payments. Notwithstanding the Borrower foregoing and so long as there shall not exist an Event of Default which is continuing, (a) any wholly owned (other than with respect to directors' qualifying shares) Subsidiary of Danka PLC may pay dividends or other distributions to Danka PLC or any other such wholly owned Subsidiary of its SubsidiariesDanka PLC; orand (b) make Danka PLC may pay dividends in any deposit fiscal year in an amount not exceeding 50% of its consolidated net income for any of the foregoing purposes; provided, however, that the Borrower may take such actions otherwise prohibited by this Section so long as the amount applied thereto shall not exceed the Available Investment Amount at the time of such application; and provided, further, that the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrowerprevious fiscal year.

Restricted Payments, etc. On and at all times after the Effective Date the Borrower will not, and will not permit any of its Subsidiaries toDate: (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 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 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 splits 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 acquisition of, or agree or permit any of its Subsidiaries to purchase or purchase, redeem or otherwise retireacquire, any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower, or grant warrants, options or other rights with respect to any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower or any of its Subsidiaries; or(collectively, "Restricted Payments"); (b) the Borrower will not, and will not permit any of its Subsidiaries to (x) make any deposit for any prepayment (directly or by redemption, purchase or defeasance) of principal of (i) the foregoing purposes; providedSubordinated Notes (other than by prepayment through, howeveror with the proceeds of, that the Borrower may take such actions otherwise prohibited by this Section issuance of Senior Subordinated High Yield Notes so long as the amount applied thereto shall not exceed Borrower complies with the Available Investment Amount at obligations set forth in clause (d) of Section 3.1.1 in connection with the time issuance of such application; and provided, further, that Senior Subordinated High Yield Notes) or (ii) the Borrower may distribute shares of ZSC common stock held by it to its stockholders; and provided, further, that the Borrower may exchange with Xxxxx X. Xxxxxxxx shares of common stock in ZSC held by it for shares of common stock in the Borrower.Senior Subordinated