Common use of Restriction on Dividends and Repurchases Clause in Contracts

Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary (other than (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008). (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (i) redemptions, purchases or other acquisitions of the Preferred Shares and Warrant Shares,

Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, : (i) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary Common Stock (other than (iA) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, publicly announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17October 14, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (iiB) dividends payable solely in shares of Common Stock, Stock and (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (ivC) dividends or distributions by any wholly-owned Company Subsidiary of rights or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008Junior Stock in connection with a stockholders’ rights plan).; or (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company SubsidiaryCompany, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (iA) redemptions, purchases or other acquisitions of the Preferred Shares Shares, (B) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock, in each case in this clause (B) in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and Warrant Shares,consistent with past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (C) purchases or other acquisitions by a broker-dealer subsidiary of the Company solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business, (D) purchases by a broker-dealer subsidiary of the Company of capital stock of the Company for resale pursuant to an offering by the Company of such capital stock underwritten by such broker-dealer subsidiary, (E) any redemption or repurchase of rights pursuant to any stockholders’ rights plan, (F) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians, and (G) the exchange or conversion of Junior Stock for or into

Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, : (i) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary Common Stock (other than (iA) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, publicly announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17October 14, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (iiB) dividends payable solely in shares of Common Stock, Stock and (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (ivC) dividends or distributions by any wholly-owned Company Subsidiary of rights or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008Junior Stock in connection with a stockholders’ rights plan).; or (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company SubsidiaryCompany, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (iA) redemptions, purchases or other acquisitions of the Preferred Shares Shares, (B) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock, in each case in this clause (B) in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and Warrant Shares,consistent with past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (C) purchases or other acquisitions by a broker-dealer subsidiary of the Company solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business, (D) purchases by a broker-dealer subsidiary of the Company of capital stock of the Company for resale pursuant to an offering by the Company of such capital stock underwritten by such broker-dealer subsidiary, (E) any redemption or repurchase of rights pursuant to any stockholders’ rights plan, (F) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians, and (G) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (G), solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock (clauses (C) and (F), collectively, the “Permitted Repurchases”). “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with GAAP, and as measured from the date of the Company’s most recently filed Company Financial Statements prior to the Closing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary (other than (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008). (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (i) redemptions, purchases or other acquisitions of the Preferred Shares and Warrant Shares,, (ii) in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (iii) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians, (iv) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (iv), solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock (clauses (ii) and (iii), collectively, the “Permitted Repurchases”), (v) redemptions of securities held by the Company or any wholly-owned Company Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock or other equity securities of any kind of any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008. (d) Until such time as the Investor ceases to own any Preferred Shares or Warrant Shares, the Company shall not repurchase any Preferred Shares or Warrant Shares from any holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise, other than Permitted Repurchases, unless it offers to repurchase a ratable portion of the Preferred Shares or Warrant Shares, as the case may be, then held by the Investor on the same terms and conditions. (e) During the period beginning on the tenth anniversary of the Closing and ending on the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (A) redemptions, purchases or other acquisitions of the Preferred Shares and Warrant Shares, (B) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, or (C) dividends or distributions by any wholly-owned Company Subsidiary.

Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, : (i) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary Common Stock (other than (iA) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend $0.01 per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transactionshare, (iiB) dividends payable solely in shares of Common Stock, Stock and (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (ivC) dividends or distributions by any wholly-owned Company Subsidiary of rights or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008Junior Stock in connection with a stockholders’ rights plan).; or (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company SubsidiaryCompany, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (iA) redemptions, purchases or other acquisitions of the Preferred Shares Shares, (B) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock, in each case in this clause (B) in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and Warrant Shares,consistent with past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (C) purchases or other acquisitions by a broker-dealer subsidiary of the Company solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business, (D) purchases by a broker-dealer subsidiary of the Company of capital stock of the Company for resale pursuant to an offering by the Company of such capital stock underwritten by such broker-dealer subsidiary, (E) any redemption or repurchase of rights pursuant to any stockholders’ rights plan, (F) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians, and (G) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (G), solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock (clauses (C) and (F), collectively, the “Permitted Repurchases”). “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with GAAP, and as measured from the date of the Company’s most recently filed Company Financial Statements prior to the Closing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

Restriction on Dividends and Repurchases. (a) Prior to Until the earlier of (xi) January 23, 2019, or (ii) such time as the third anniversary Investor ceases to own any debt or equity securities of the Closing Date and (y) the date on which all Company or an Affiliate of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares Company acquired pursuant to third parties which are not Affiliates of the Investorthis Agreement, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary (other than : (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008). (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Sharesthereof, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) 2008 or (4) dividends or distributions on newly issued shares of capital stock for cash or other property); or (ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (A) redemptions, purchases or other acquisitions of the Common Stock, (B) in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (C) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians, (D) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (D), solely to the extent required pursuant to binding contractual agreements entered into prior to January 23, 2009 or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock (clauses (B) and (C), collectively, the “Permitted Repurchases”), (v) redemptions of securities held by the Company or any wholly-owned Company Subsidiary or (vi) redemptions, purchases or other acquisitions of the Common Stock or other equity securities of any kind of any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008. (b) Until such time as the Investor ceases to own any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, neither the Company nor any Company Subsidiary shall repurchase any Common Stock from any holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise, other than Permitted Repurchases, unless it offers to repurchase a ratable portion of Common Stock then held by the Investor on the same terms and conditions. (c) Prior to the earlier of (x) the tenth anniversary If Investor owns any debt or equity securities of the Closing Date and (y) the date on which all Company or an Affiliate of the Preferred Shares Company acquired pursuant to this Agreement on January 23, 2019, then during the period beginning on January 23, 2019 and Warrant Shares have been redeemed in whole or ending on such time as the Investor has transferred all ceases to own any debt or equity securities of the Preferred Shares and Warrant Shares to third parties which are not Affiliates Company or an Affiliate of the InvestorCompany acquired pursuant to this Agreement, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend or make any distribution on Common Stock or other equity securities of any kind of the Company or any Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (iA) redemptions, purchases or other acquisitions of the Preferred Shares Common Stock, (B) regular dividends on shares of preferred stock in accordance with the terms thereof, or (C) dividends or distributions by any wholly-owned Company Subsidiary. (d) The parties agree that, effective as of the date hereof, Section 4.7 of the Securities Purchase Agreement shall be amended in its entirety by replacing such Section 4.7 with the provisions set forth in this Section 5.7 and Warrant Shares,any terms included in this Section 5.7 that are not otherwise defined in the Securities Purchase Agreement shall have the meanings ascribed to such terms in this Agreement.

Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, : (i) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary Common Stock (other than (iA) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend $0.01 per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transactionshare, (iiB) dividends payable solely in shares of Common Stock, Stock and (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (ivC) dividends or distributions by any wholly-owned Company Subsidiary of rights or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008Junior Stock in connection with a stockholders’ rights plan).; or (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company SubsidiaryCompany, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (iA) redemptions, purchases or other acquisitions of the Preferred Shares Shares, (B) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock, in each case in this clause (B) in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and Warrant Shares,consistent with past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (C) purchases or other acquisitions by a broker-dealer subsidiary of the Company solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business, (D) purchases by a broker-dealer subsidiary of the Company of capital stock of the Company for resale pursuant to an offering by the Company of such capital stock underwritten by such broker-dealer subsidiary, (E) any redemption or repurchase of rights pursuant to any stockholders’ rights plan, (F) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians, and (G) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (G), solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent

Restriction on Dividends and Repurchases. (a) Prior to Until the earlier of (xi) July 17, 2019 or (ii) such time as the third anniversary Investor ceases to own any debt or equity securities of the Closing Date and (y) the date on which all Company or an Affiliate of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares Company acquired pursuant to third parties which are not Affiliates of the Investorthis Agreement, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary (other than : (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008). (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Sharesthereof, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) 2008 or (4) dividends or distributions on newly issued shares of capital stock for cash or other property); or (ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (A) redemptions, purchases or other acquisitions of the Common Stock, (B) in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (C) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians, (D) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (D), solely to the extent required pursuant to binding contractual agreements entered into prior to July 17, 2009 or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock (clauses (B) and (C), collectively, the “Permitted Repurchases”), (E) redemptions of securities held by the Company or any wholly-owned Company Subsidiary or (F) redemptions, purchases or other acquisitions of the Common Stock or other equity securities of any kind of any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008. (b) Until such time as the Investor ceases to own any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, neither the Company nor any Company Subsidiary shall repurchase any Common Stock from any holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise, other than Permitted Repurchases, unless it offers to repurchase a ratable portion of Common Stock then held by the Investor on the same terms and conditions. (c) Prior to the earlier of (x) the tenth anniversary If Investor owns any debt or equity securities of the Closing Date and (y) the date on which all Company or an Affiliate of the Preferred Shares Company acquired pursuant to this Agreement on July 17, 2019, then during the period beginning on July 17, 2019 and Warrant Shares have been redeemed in whole or ending on such time as the Investor has transferred all ceases to own any debt or equity securities of the Preferred Shares and Warrant Shares to third parties which are not Affiliates Company or an Affiliate of the InvestorCompany acquired pursuant to this Agreement, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend or make any distribution on Common Stock or other equity securities of any kind of the Company or any Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (iA) redemptions, purchases or other acquisitions of the Preferred Shares Common Stock, (B) regular dividends on shares of preferred stock in accordance with the terms thereof, or (C) dividends or distributions by any wholly-owned Company Subsidiary. (d) The parties agree that, effective as of the date hereof, Section 4.7 of the Securities Purchase Agreement shall be amended in its entirety by replacing such Section 4.7 with the provisions set forth in this Section 5.7 and Warrant Shares,any terms included in this Section 5.7 that are not otherwise defined in the Securities Purchase Agreement shall have the meanings ascribed to such terms in this Agreement.

Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the shares of Series F-2 Preferred Shares and Warrant Shares Stock have been converted or redeemed in whole or the Investor has transferred all of the Series F-2 Preferred Shares and Warrant Shares Stock to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, shall declare or pay any dividend or make any distribution on any capital stock or other equity securities of any kind of the Company or any Company Subsidiary (other than (i) regular quarterly cash dividends in the case of not more than the amount pari passu preferred stock of the last quarterly cash dividend per share declared orCompany, if lower, announced to its holders of Common Stock an intention to declare, dividends on a pro rata basis with the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transactionSeries F-2 Preferred Stock, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Series F-2 Preferred Shares and the Warrant SharesStock, or (iviii) dividends or distributions by or other transactions solely among the Company and any wholly-owned Company Subsidiary or solely among any wholly-owned Company Subsidiaries) unless all accrued and unpaid dividends for all past dividend periods on the Series F-2 Preferred Stock are fully paid. For the avoidance of doubt, any remaining tax distributions on junior membership interests of GMAC LLC that are made consistent with the Company’s Plan of Conversion, dated June 30, 2009 (vthe “Plan of Conversion”) dividends or distributions will not be prohibited by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008this Section 4.8(a). (b) During the period beginning on the third anniversary For so long as any shares of the Closing Date Series F-2 Preferred Stock issued pursuant to this Purchase Agreement are outstanding and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or owned by the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates an Affiliate of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stockor, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause tax distributions on junior membership interests of GMAC LLC, other than as permitted pursuant to the Plan of Conversion, declare and pay distributions on any junior stock, preferred stock ranking pari passu with the Series F-2 Preferred Stock, or common stock (B), other than (1) regular in the case of pari passu preferred stock, dividends on shares of preferred stock in accordance a pro rata basis with the terms thereof and which are permitted under the terms of the Series F-2 Preferred Shares and the Warrant Shares, Stock or (2) dividends or distributions by or among any wholly-owned Company SubsidiarySubsidiaries). Notwithstanding the foregoing, (3) dividends or distributions by the Company may pay any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or remaining tax distributions on newly issued junior membership interests of GMAC LLC, subject to the provisions of the Plan of Conversion. For so long as any shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date Series F-2 Preferred Stock are outstanding and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or owned by the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates or an Affiliate of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the CompanyCompany (other than the Trust Preferred Securities), other than (i) redemptions, purchases or other acquisitions of the Series F-2 Preferred Shares Stock, (ii) Common Stock held by the Investor following the conversion of the Series F-2 Preferred Stock, subject to Section 4.7 and Warrant Shares,the approval of the Federal Reserve, (iii) in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (iv) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Preferred Stock or trust preferred securities for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians, (v) the exchange or conversion of shares of Junior Stock for or into shares of other Junior Stock or shares of Parity Preferred Stock or units of trust preferred securities for or into shares of other Parity Preferred Stock or units of other trust preferred securities, respectively (with the same or lesser aggregate liquidation amount) or shares of Junior Stock, in each case set forth in this clause (v), solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Capital Stock, (clauses (ii), (iii) and (iv), collectively, the “Permitted Repurchases”), (vi) redemptions of securities held by the Company or any wholly-owned Company Subsidiary, (vii) any transaction between the Company and any wholly-owned Company Subsidiary, or between wholly-owned Company Subsidiaries, or (viii) redemptions, purchases or other acquisitions of capital stock or other equity securities of any kind of any Company Subsidiary required pursuant to binding contractual agreements entered into prior to the Signing Date. (c) Until such time as the Investor or an Affiliate of the Investor ceases to own any Purchased Securities or shares of Common Stock underlying the Series F-2 Preferred Stock, the Company shall not repurchase any shares of Series F-2 Preferred Stock, any shares of Common Stock underlying the Series F-2 Preferred Stock or any Trust Preferred Securities from any holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise, other than Permitted Repurchases, unless it offers to repurchase a ratable portion of the Series F-2 Preferred Stock, the Common Stock underlying the Series F-2 Preferred Stock or the Trust Preferred Securities then held by the Investor on the same terms and conditions.

Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary (other than (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008). (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (i) redemptions, purchases or other acquisitions of the Preferred Shares and Warrant Shares,, (ii) in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (iii) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians, (iv) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (iv), solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock (clauses (ii) and (iii), collectively, the "Permitted Repurchases"), (v) redemptions of securities held by the Company or any wholly-owned Company Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock or other equity securities of any kind of any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008. (d) Until such time as the Investor ceases to own any Preferred Shares or Warrant Shares, the Company shall not repurchase any Preferred Shares or Warrant Shares from any holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise, other than Permitted Repurchases, unless it offers to repurchase a ratable portion of the Preferred Shares or Warrant Shares, as the case may be, then held by the Investor on the same terms and conditions. (e) During the period beginning on the tenth anniversary of the Closing and ending on the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (A) redemptions, purchases or other acquisitions of the Preferred Shares and Warrant Shares, (B) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, or (C) dividends or distributions by any wholly-owned Company Subsidiary.

Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third fifth anniversary of the Closing Commencement Date and (y) the date on which all of the Series F Preferred Shares and Warrant Shares have Stock has been redeemed in whole or the Investor has transferred all of the Series F Preferred Shares and Warrant Shares Stock to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, : (i) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary Common Stock (other than (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (iiA) dividends payable solely in shares of Common Stock, Stock and (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (ivB) dividends or distributions by any wholly-owned Company Subsidiary of rights or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008Junior Stock in connection with a stockholders’ rights plan).; or (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company SubsidiaryCompany, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (iA) redemptions, purchases or other acquisitions of any such securities held by the Investor, (B) redemptions, purchases or other acquisitions of the Series E Preferred Shares Stock and Warrant Shares,the Series F Preferred Stock, (C) purchases or other acquisitions of Series C Preferred Stock from the Trust, (D) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock, in each case in this clause (D) in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan) and consistent with past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (E) any redemption or repurchase of rights pursuant to any stockholders’ rights plan, (F) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians (the “Permitted Repurchases”), (G) the conversion of the Series C Preferred Stock into Common Stock and (H) the exchange or conversion of Junior Stock (other than the Series C Preferred Stock) for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (H), solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with GAAP, and as measured from the date of the Company’s most recently filed financial statements of the Company and its consolidated subsidiaries prior to the Commencement Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

Restriction on Dividends and Repurchases. (a) Prior The Company may pay, on an annual basis consistent with past practice, dividends on Mutual Capital Interests in the amount of the “Additional Dividends” per share as set forth in Schedule B. The consent of the Investor shall be required for any increase in such Additional Dividends paid on an annual basis by the Company prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares Senior Notes have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares Senior Notes to unaffiliated third parties parties, which are for this purpose does not Affiliates of include a securitization vehicle or investment pool in which the Investor, neither Investor is an initial sponsor or participant so long as the Company nor any Company Subsidiary shall, without the consent of the Investor, declare Investor has an economic interest in such vehicle or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary pool (other than (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008“Third Parties”). (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares Senior Notes have been redeemed paid in whole full or the Investor has transferred all of the Preferred Shares and Warrant Shares Senior Notes to third parties which are not Affiliates of the InvestorThird Parties, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, pay: (Ax) pay any per share dividend or distribution extraordinary dividends on capital stock or other equity securities of any kind of the Company at a per annum rate that is deposit accounts (dividends in excess of 103% the stated rate or that are in excess of the aggregate per share dividends and distributions for amount resulting from the immediately prior fiscal year stated method of calculating the rate on such an account); or (other than regular dividends y) any Additional Dividend on any Mutual Capital Interests or any shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary at a per annum rate per Mutual Capital Interest or share that is in excess of greater than 103% of the aggregate dividends and distributions paid Additional Dividends per Mutual Capital Interest or share for the immediately prior fiscal year (other than or that is paid in the case form of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other propertyMutual Capital Interests. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares Senior Notes have been redeemed paid in whole full or the Investor has transferred all of the Preferred Shares and Warrant Shares Senior Notes to third parties which are not Affiliates of the InvestorThird Parties, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase purchase, repay or acquire any Mutual Capital Interests, Trust Preferred Securities or any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (i) redemptionsin connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice or relevant income tax laws, purchases (ii) the acquisition by the Company or other acquisitions any of the Preferred Shares and Warrant SharesCompany Subsidiaries of record ownership of Mutual Capital Interests for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians,

Restriction on Dividends and Repurchases. (a) Prior The Bank may pay, on an annual basis consistent with past practice, dividends on Mutual Capital Interests in the amount of the “Additional Dividends” as set forth in Schedule B. The consent of the Investor shall be required for any increase in such Additional Dividends paid on an annual basis by the Bank prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares Senior Notes have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares Senior Notes to unaffiliated third parties parties, which are for this purpose does not Affiliates of include a securitization vehicle or investment pool in which the Investor, neither Investor is an initial sponsor or participant so long as the Company nor any Company Subsidiary shall, without the consent of the Investor, declare Investor has an economic interest in such vehicle or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary pool (other than (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008“Third Parties”). (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares Senior Notes have been redeemed paid in whole full or the Investor has transferred all of the Preferred Shares and Warrant Shares Senior Notes to third parties which are not Affiliates of the InvestorThird Parties, neither the Company Bank nor any Company Bank Subsidiary shall, without the consent of the Investor, pay: (Ax) pay any per share dividend or distribution extraordinary dividends on capital stock or other equity securities of any kind of the Company at a per annum rate that is deposit accounts (dividends in excess of 103% the stated rate or that are in excess of the aggregate per share dividends and distributions for amount resulting from the immediately prior fiscal year stated method of calculating the rate on such an account); or (other than regular dividends y) any Additional Dividend on any Mutual Capital Interests or any shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Bank Subsidiary at a per annum rate per Mutual Capital Interest or share that is in excess of greater than 103% of the aggregate dividends and distributions paid Additional Dividends per Mutual Capital Interest or share for the immediately prior fiscal year (other than or that is paid in the case form of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other propertyMutual Capital Interests. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date and (y) the date on which all of the Preferred Shares and Warrant Shares Senior Notes have been redeemed paid in whole full or the Investor has transferred all of the Preferred Shares and Warrant Shares Senior Notes to third parties which are not Affiliates of the InvestorThird Parties, neither the Company Bank nor any Company Bank Subsidiary shall, without the consent of the Investor, redeem, purchase purchase, repay or acquire any Mutual Capital Interests or any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Bank Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than than (i) in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice or relevant income tax laws, (ii) the acquisition by the Bank or any of the Bank Subsidiaries of record ownership of Mutual Capital Interests for the beneficial ownership of any other persons (other than the Bank or any other Bank Subsidiary), including as trustees or custodians, (iii) the exchange or conversion of Mutual Capital Interests for or into other Mutual Capital Interests in the Bank, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Mutual Capital Interests (clauses (i) and (ii), collectively, the “Permitted Repurchases”), (iv) redemptions of securities held by the Bank or any wholly-owned Bank Subsidiary or (v) redemptions, purchases purchases, repayments or other acquisitions of Mutual Capital Interests or other securities of any kind of the Preferred Shares Bank or any Bank Subsidiary required pursuant to binding contractual agreements entered into prior to [●], 2009. (d) Until such time as the Investor ceases to own any Senior Notes, the Bank shall not repurchase any Senior Notes from any Holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise, unless it offers to repurchase a ratable portion of the Senior Notes then held by the Investor on the same terms and conditions. (e) Notwithstanding anything contained in this Section 5.13, during the period beginning on the tenth anniversary of the Closing and ending on the date on which all of the Senior Notes have been paid in full or repurchased in whole, neither the Bank nor any Bank Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend (including any Additional Dividends) or make any distribution on any Mutual Capital Interests or any shares of capital stock or other equity securities of any kind of any Bank Subsidiary; or (ii) redeem, purchase, repay or acquire any Mutual Capital Interests or any shares of capital stock or other equity securities of any kind of any Bank Subsidiary. (f) Notwithstanding anything contained in this Section 5.13, without the consent of the Investor and for so long as the Purchased Securities or Warrant Shares,Securities are outstanding, no dividends may be declared or paid (including any Additional Dividends) on any Mutual Capital Interests or any shares of capital stock or other equity securities of any kind of any Bank Subsidiary, nor may the Bank or any Bank Subsidiary purchase, redeem or acquire any Mutual Capital Interests or any shares of common stock or capital stock or other equity securities of any kind of any Bank Subsidiary, unless all accrued and unpaid Interest for all past interest periods on the Senior Notes is paid in full.

Restriction on Dividends and Repurchases. (a) Prior to the earlier of (x) the third anniversary of the Closing Date and (y) the date on which all of the shares of Series F-2 Preferred Shares and Warrant Shares Stock have been converted or redeemed in whole or the Investor has transferred all of the Series F-2 Preferred Shares and Warrant Shares Stock to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, shall declare or pay any dividend or make any distribution on any capital stock or other equity securities of any kind of the Company or any Company Subsidiary (other than (i) regular quarterly cash dividends in the case of not more than the amount pari passu preferred stock of the last quarterly cash dividend per share declared orCompany, if lower, announced to its holders of Common Stock an intention to declare, dividends on a pro rata basis with the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transactionSeries F-2 Preferred Stock, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Series F-2 Preferred Shares and the Warrant SharesStock, or (iviii) dividends or distributions by or other transactions solely among the Company and any wholly- owned Company Subsidiary or solely among any wholly-owned Company Subsidiary or Subsidiaries) unless all accrued and unpaid dividends for all past dividend periods on the Series F-2 Preferred Stock are fully paid. For the avoidance of doubt, any remaining tax distributions on junior membership interests of GMAC LLC that are made consistent with the Company’s Plan of Conversion, dated June 30, 2009 (vthe “Plan of Conversion”) dividends or distributions will not be prohibited by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008this Section 4.8(a). (b) During the period beginning on the third anniversary For so long as any shares of the Closing Date Series F-2 Preferred Stock issued pursuant to this Purchase Agreement are outstanding and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or owned by the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates an Affiliate of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock or other equity securities of any kind of the Company at a per annum rate that is in excess of 103% of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares); provided that no increase in the aggregate amount of dividends or distributions on Common Stock shall be permitted as a result of any dividends or distributions paid in shares of Common Stockor, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause tax distributions on junior membership interests of GMAC LLC, other than as permitted pursuant to the Plan of Conversion, declare and pay distributions on any junior stock, preferred stock ranking pari passu with the Series F-2 Preferred Stock, or common stock (B), other than (1) regular in the case of pari passu preferred stock, dividends on shares of preferred stock in accordance a pro rata basis with the terms thereof and which are permitted under the terms of the Series F-2 Preferred Shares and the Warrant Shares, Stock or (2) dividends or distributions by or among any wholly-owned Company SubsidiarySubsidiaries). Notwithstanding the foregoing, (3) dividends or distributions by the Company may pay any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or remaining tax distributions on newly issued junior membership interests of GMAC LLC, subject to the provisions of the Plan of Conversion. For so long as any shares of capital stock for cash or other property. (c) Prior to the earlier of (x) the tenth anniversary of the Closing Date Series F-2 Preferred Stock are outstanding and (y) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or owned by the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates or an Affiliate of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the CompanyCompany (other than the Trust Preferred Securities), other than (i) redemptions, purchases or other acquisitions of the Series F-2 Preferred Shares Stock, (ii) Common Stock held by the Investor following the conversion of the Series F-2 Preferred Stock, subject to Section 4.7 and Warrant Sharesthe approval of the Federal Reserve, (iii) in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice,

Restriction on Dividends and Repurchases. (a) Prior to Until the earlier of (xi) April 24, 2019, or (ii) such time as the third anniversary Investor ceases to own any debt or equity securities of the Closing Date and (y) the date on which all Company or an Affiliate of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares Company acquired pursuant to third parties which are not Affiliates of the Investorthis Agreement, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary (other than : (i) regular quarterly cash dividends of not more than the amount of the last quarterly cash dividend per share declared or, if lower, announced to its holders of Common Stock an intention to declare, on the Common Stock prior to November 17, 2008, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction, (ii) dividends payable solely in shares of Common Stock, (iii) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Shares, (iv) dividends or distributions by any wholly-owned Company Subsidiary or (v) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008). (b) During the period beginning on the third anniversary of the Closing Date and ending on the earlier of (i) the tenth anniversary of the Closing Date and (ii) the date on which all of the Preferred Shares and Warrant Shares have been redeemed in whole or the Investor has transferred all of the Preferred Shares and Warrant Shares to third parties which are not Affiliates of the Investor, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (A) pay any per share dividend or distribution on capital stock the Common Stock, the Non-Voting Common Stock or other equity securities of any kind of the Company at a per annum rate rote that is in excess of 103103 % of the aggregate per share dividends and distributions for the immediately prior fiscal year (other than regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Sharesthereof); provided that no increase in the aggregate amount of dividends or distributions on the Common Stock and/or the Non-Voting Common Stock shall be permitted as a result of any dividends or distributions paid in shares of the Common Stock and/or the Non-Voting Common Stock, any stock split or any similar transaction or (B) pay aggregate dividends or distributions on capital stock the Common Stock, the Non-Voting Common Stock or other equity securities of any kind of any Company Subsidiary that is in excess of 103% of the aggregate dividends and distributions paid for the immediately prior fiscal year (other than in the case of this clause (B), (1) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares and the Warrant Sharesthereof, (2) dividends or distributions by any wholly-owned Company Subsidiary, (3) dividends or distributions by any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008) or (4) dividends or distributions on newly issued shares of capital stock for cash or other property; or (ii) redeem, purchase or acquire any shares of Common Stock, Non- Voting Common Stock or other capital stock or other equity securities of any kind of the Company, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (A) redemptions, purchases or other acquisitions of the Common Stock, Non-Voting Common Stock or other Junior Stock, (B) in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (C) the acquisition by the Company or any of the Company Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Company or any other Company Subsidiary), including as trustees or custodians, (D) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (D), solely to the extent required pursuant to binding contractual agreements entered into prior to November 17, 2008 or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock and/or Non-Voting Common Stock (clauses (B) and (C), collectively, the “Permitted Repurchases”), (v) redemptions of securities held by the Company or any wholly-owned Company Subsidiary or (vi) redemptions, purchases or other acquisitions of the Common Stock, the Non-Voting Common Stock or other equity securities of any kind of any Company Subsidiary required pursuant to binding contractual agreements entered into prior to November 17, 2008. (b) Until such time as the Investor ceases to own any debt or equity securities of the Company or an Affiliate of the Company acquired pursuant to this Agreement, neither the Company nor any Company Subsidiary shall repurchase any Common Stock or Non-Voting Common Stock from any holder thereof, whether by means of open market purchase, negotiated transaction, or otherwise, other than Permitted Repurchases, unless it offers to repurchase a ratable portion of Common Stock or Non-Voting Common Stock, as the case may be, then held by the Investor on the same terms and conditions. (c) Prior to the earlier of (x) the tenth anniversary If Investor owns any debt or equity securities of the Closing Date and (y) the date on which all Company or an Affiliate of the Preferred Shares Company acquired pursuant to this Agreement on April 24, 2019, then during the period beginning on April 24, 2019 and Warrant Shares have been redeemed in whole or ending on such time as the Investor has transferred all ceases to own any debt or equity securities of the Preferred Shares and Warrant Shares to third parties which are not Affiliates Company or an Affiliate of the InvestorCompany acquired pursuant to this Agreement, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend or make any distribution on Common Stock, Non-Voting Common Stock or other equity securities of any kind of the Company or any Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock, Non-Voting Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (iA) redemptions, purchases or other acquisitions of the Preferred Shares Common Stock and/or the Non- Voting Common Stock, (B) regular dividends on shares of preferred stock in accordance with the terms thereof, or (C) dividends or distributions by any wholly-owned Company Subsidiary. (d) The parties agree that, effective as of the date hereof, Section 4.7 of the Securities Purchase Agreement shall be amended in its entirety by replacing such Section 4.7 with the provisions set forth in this Section 5.7 and Warrant Shares,any terms included in this Section 5.7 that are not otherwise defined in the Securities Purchase Agreement shall have the meanings ascribed to such terms in this Agreement.