Common use of Restricted Payments in Respect of Equity Clause in Contracts

Restricted Payments in Respect of Equity. Neither the Parent nor the Borrower will, nor will they permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Parent, the Borrower and any Subsidiary may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common stock; (ii) the Borrower and the Subsidiaries may declare and pay dividends ratably with respect to their capital stock; (iii) as long as no Dividend Suspension Period shall have commenced and be continuing and no Default shall have occurred and be continuing, the Parent may pay dividends on its common stock, repurchase its common stock and make other Restricted Payments in an amount not exceeding Cumulative Distributable Cash of the Loan Parties 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 20 days after the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer stating 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 financial statements have been delivered to the Lenders under Section 5.01 minus (B) the amount of such Restricted Payment, is greater than zero; (iv) as long as no Default shall have occurred and be continuing, the Parent may pay dividends on its common stock, repurchase its common stock and make other Restricted Payments up to but not exceeding the Available Equity Issuance Amount as of the date of such Restricted Payment, provided that at the time of any Restricted Payment under this clause (iv), the Borrower shall deliver a certificate of a Financial Officer stating the amount of the Restricted Payment being made pursuant to this clause (iv) and setting forth a calculation of the Available Equity Issuance Amount immediately before and immediately after such Restricted Payment; (v) any purchase, repurchase, retirement, defeasance or other acquisition or retirement for value of Equity Interests of the Parent made by exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Parent (other than Disqualified Stock and other than Equity Interests issued or sold to the Borrower or a Subsidiary or an employee stock ownership plan or other trust established by the Borrower or any of the Subsidiaries); (vi) provided that no Default or Dividend Suspension Period has occurred and is continuing, Restricted Payments with the proceeds of, and to the extent permitted by clause (f)(iv) of the definition of, Permitted Additional Indebtedness; and (vii) any Subsidiary that is not a Wholly-Owned Subsidiary may pay cash dividends to its shareholders, members or partners generally, so long as the Parent, the Borrower or the Subsidiary that owns the Equity Interests in such Subsidiary paying such dividends receives at least its proportionate share thereof.

Restricted Payments in Respect of Equity. Neither the Parent nor the The Borrower willwill not, nor will they it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Parent, the Borrower and any Subsidiary may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common stock; (ii) the Borrower and the Subsidiaries may declare and pay dividends ratably with respect to their capital stock; (iii) as long as no Dividend Suspension Period shall have commenced and be continuing and no Default shall have occurred and be continuing, the Parent Borrower may pay current dividends on its common stock, repurchase its common stock and make other Restricted Payments in an amount not exceeding Cumulative Distributable Cash of the Loan Parties Borrower and the 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 20 days after the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer stating 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 financial statements have been delivered to the Lenders under Section 5.01 minus (B) the amount of such Restricted Payment, is greater than zero; (iv) as long as no Default shall have occurred and be continuing, the Parent Borrower may pay current dividends on its common stock, repurchase its common stock and make other Restricted Payments up to but not exceeding the Available Equity Issuance Amount as of the date of such Restricted Payment, provided that at the time of any Restricted Payment under this clause (iv), the Borrower shall deliver a certificate of a Financial Officer stating the amount of the Restricted Payment being made pursuant to this clause (iv) and setting forth a calculation of the Available Equity Issuance Amount immediately before and immediately after such Restricted Payment;; and (v) any purchase, repurchase, retirement, defeasance or other acquisition or retirement for value of Equity Interests of the Parent made by exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Parent (other than Disqualified Stock and other than Equity Interests issued or sold to the Borrower or a Subsidiary or an employee stock ownership plan or other trust established by may consummate the Borrower or any of the Subsidiaries); (vi) provided that no Default or Dividend Suspension Period has occurred and is continuing, Restricted Payments with the proceeds of, and to the extent permitted by clause (f)(iv) of the definition of, Permitted Additional Indebtedness; and (vii) any Subsidiary that is not a Wholly-Owned Subsidiary may pay cash dividends to its shareholders, members or partners generally, so long as the Parent, the Borrower or the Subsidiary that owns the Equity Interests in such Subsidiary paying such dividends receives at least its proportionate share thereofRecapitalization.

Restricted Payments in Respect of Equity. Neither the Parent nor the Borrower will, nor will they permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Parent, the Borrower and any Subsidiary may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common stock; (ii) the Borrower and the Subsidiaries may declare and pay dividends ratably with respect to their capital stock; (iii) as long as no Dividend Suspension Period shall have commenced and be continuing and no Default shall have occurred and be continuing, the Parent may pay dividends on its common stock, repurchase its common stock and make other Restricted Payments in an amount not exceeding Cumulative Distributable Cash of the Loan Parties calculated as of the date of such Restricted Payment, provided that, after June 30April 10, 20052011, no Restricted Payment shall be made under this clause (iii) prior to the date 20 days after the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer stating 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 financial statements have been delivered to the Lenders under Section 5.01 minus (B) the amount of such Restricted Payment, is greater than zero; (iv) as long as no Default shall have occurred and be continuing, the Parent may pay dividends on its common stock, repurchase its common stock and make other Restricted Payments up to but not exceeding the Available Equity Issuance Amount as of the date of such Restricted Payment, provided that at the time of any Restricted Payment under this clause (iv), the Borrower shall deliver a certificate of a Financial Officer stating the amount of the Restricted Payment being made pursuant to this clause (iv) and setting forth a calculation of the Available Equity Issuance Amount immediately before and immediately after such Restricted Payment; (v) any purchase, repurchase, retirement, defeasance or other acquisition or retirement for value of Equity Interests of the Parent made by exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Parent (other than Disqualified Stock and other than Equity Interests issued or sold to the Borrower or a Subsidiary or an employee stock ownership plan or other trust established by the Borrower or any of the Subsidiaries); (vi) provided that no Default or Dividend Suspension Period has occurred and is continuing, Restricted Payments with the proceeds of, and to the extent permitted by clause (f)(iv) of the definition of, Permitted Additional Indebtedness; and; (vii) any Subsidiary that is not a Wholly-Owned Subsidiary may pay cash dividends to its shareholders, members or partners generally, so long as the Parent, the Borrower or the Subsidiary that owns the Equity Interests in such Subsidiary paying such dividends receives at least its proportionate share thereof; and (viii) the payment of any dividend within 60 days after the date of declaration of such dividend, if at the date of declaration such dividend would have been permitted hereunder.

Restricted Payments in Respect of Equity. Neither the Parent nor the Borrower will, nor will they permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Parent, the Borrower and any Subsidiary may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common stock; (ii) the Borrower and the Subsidiaries may declare and pay dividends ratably with respect to their capital stock; (iii) as long as no Dividend Suspension Period shall have commenced and be continuing and no Default shall have occurred and be continuing, the Parent may pay dividends on its common stock, repurchase its common stock and make other Restricted Payments in an amount not exceeding Cumulative Distributable Cash of the Loan Parties calculated as of the date of such Restricted Payment, provided that, after June 30April 10, 20052011, no Restricted Payment shall be made under this clause (iii) prior to the date 20 days after the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer stating 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 financial statements have been delivered to the Lenders under Section 5.01 minus (B) the amount of such Restricted Payment, is greater than zero; (iv) as long as no Default shall have occurred and be continuing, the Parent may pay dividends on its common stock, repurchase its common stock and make other Restricted Payments up to but not exceeding the Available Equity Issuance Amount as of the date of such Restricted Payment, provided that at the time of any Restricted Payment under this clause (iv), the Borrower shall deliver a certificate of a Financial Officer stating the amount of the Restricted Payment being made pursuant to this clause (iv) and setting forth a calculation of the Available Equity Issuance Amount immediately before and immediately after such Restricted Payment; (v) any purchase, repurchase, retirement, defeasance or other acquisition or retirement for value of Equity Interests of the Parent made by exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of the Parent (other than Disqualified Stock and other than Equity Interests issued or sold to the Borrower or a Subsidiary or an employee stock ownership plan or other trust established by the Borrower or any of the Subsidiaries); (vi) provided that no Default or Dividend Suspension Period has occurred and is continuing, Restricted Payments with the proceeds of, and to the extent permitted by clause (f)(ivf)(v) of the definition of, Permitted Additional Indebtedness; and; (vii) any Subsidiary that is not a Wholly-Owned Subsidiary may pay cash dividends to its shareholders, members or partners generally, so long as the Parent, the Borrower or the Subsidiary that owns the Equity Interests in such Subsidiary paying such dividends receives at least its proportionate share thereof; (viii) the payment of any dividend within 60 days after the date of declaration of such dividend, if at the date of declaration such dividend would have been permitted hereunder; and (ix) notwithstanding anything to the contrary in Section 6.08(a)(iii), so long as no Default shall have occurred and be continuing, the Parent or the Borrower may purchase Equity Interests of the Parent in an aggregate amount not to exceed $3,000,000 in any fiscal year.