Common use of Dividends and Certain Other Restricted Payments Clause in Contracts

Dividends and Certain Other Restricted Payments. The Credit Parties shall not, nor shall they permit any Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the same; provided, however, that the foregoing shall not operate to prevent the following (all of which are referred to collectively as “Restricted Payments”): (i) the making of dividends or distributions by any Wholly-owned Subsidiary of any Credit Party to its parent corporation, (ii) dividends payable solely in the same class of capital stock of such Person, (iii) the making of regularly scheduled dividends to the Company’s shareholders, provided that (A) no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof and (B) such dividends shall be paid out of Net Income, and (iv) the Company’s repurchase of shares of its capital stock on the open market or non-scheduled, non-recurring dividends, provided that (A) no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof on an actual or pro forma basis, (B) after giving effect to such repurchase or dividend, the Borrowers would have a Leverage Ratio on a pro forma basis of at least 0.25:1.00 below the then maximum Leverage Ratio permitted by Section 8.21(i), (C) after giving effect to such repurchase or dividend, there shall be at least $35,000,000 in Unused Revolving Credit Commitments and (D) the aggregate amount for such share repurchase or non-scheduled, non-recurring dividend shall not exceed $5,000,000 for each fiscal year of the Company and $15,000,000 during the term of the facilities.

Dividends and Certain Other Restricted Payments. The Credit Parties Borrower shall not, nor shall they it permit any Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrantswarrants (including, without limitation, those Warrants issued pursuant to, and as defined in, that Investment Agreement dated as of June 30, 1998, as amended by a First Amendment thereto dated as of May 24, 2001), options, or similar instruments to acquire the same; provided, however, that the foregoing shall not operate to prevent the following (all of which are referred to collectively as “Restricted Payments”): (i) the making of dividends or distributions by any Wholly-owned Subsidiary of to the Borrower or any Credit Party to its parent corporationSubsidiary, (ii) provided that (x) no Default or Event of Default exists before or after giving effect thereto, and (y) the Borrower’s Fixed Charge Coverage Ratio would have been 1.30 to 1.0 or greater as of the end of its most recently ended fiscal quarter if such dividend had been made on the last day of such fiscal quarter, the payment of cash dividends payable solely on the Borrower’s Series E and F Preferred Stock at a rate not exceeding the rate in effect on the Closing Date, and in any event not to exceed $550,000 in the same class of capital stock of such Personaggregate during any fiscal year, (iii) the making of regularly scheduled dividends to or distributions by the Company’s shareholdersBorrower on any series of its preferred stock solely in the form of the issuance of additional shares of such series of preferred stock, provided that (A) no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof and (B) such dividends shall be paid out of Net Income, and (iv) the Company’s repurchase acceptance by the Borrower of shares of its capital stock on the open market (or non-scheduled, non-recurring dividends, provided that (Aall or any portion off a warrant to purchase shares of its capital stock) no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof on an actual or pro forma basis, (B) after giving effect to such repurchase or dividend, the Borrowers would have a Leverage Ratio on a pro forma basis of at least 0.25:1.00 below the then maximum Leverage Ratio permitted by Section 8.21(i), (C) after giving effect to such repurchase or dividend, there shall be at least $35,000,000 in Unused Revolving Credit Commitments and (D) the aggregate amount for such share repurchase or non-scheduled, non-recurring dividend shall not exceed $5,000,000 for each fiscal year satisfaction of the Company and $15,000,000 during the term exercise price of the facilitiesany warrant to acquire its shares.

Dividends and Certain Other Restricted Payments. The Credit Parties Borrower shall not, nor shall they it permit any Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests or (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrantswarrants (including, without limitation, those Warrants issued pursuant to, and as defined in, that Investment Agreement dated as of June 30, 1998, as amended by a First Amendment thereto dated as of May 24, 2001), options, or similar instruments to acquire the same; provided, however, that the foregoing shall not operate to prevent the following (all of which are referred to collectively as “Restricted Payments”): (i) the making of dividends or distributions by any Wholly-owned Subsidiary of any Credit Party to its parent corporationthe Borrower, (ii) dividends payable solely in provided that (x) no Default or Event of Default exists before or after giving effect thereto, and (y) the same class Borrower’s Fixed Charge Coverage Ratio would have been 1.15 to 1.0 or greater as of capital stock the end of its most recently ended fiscal quarter if such dividend had been made on the last day of such Personfiscal quarter, the payment of cash dividends on the Borrower’s Series E and F Preferred Stock at a rate not exceeding the rate in effect on the Closing Date, (iii) the making of regularly scheduled dividends to or distributions by the Company’s shareholdersBorrower on any series of its preferred stock solely in the form of the issuance of additional shares of such series of preferred stock, provided that (A) no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof and (B) such dividends shall be paid out of Net Income, and (iv) the Company’s repurchase acceptance by the Borrower of shares of its capital stock on the open market (or non-scheduled, non-recurring dividends, provided that (Aall or any portion off a warrant to purchase shares of its capital stock) no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof on an actual or pro forma basis, (B) after giving effect to such repurchase or dividend, the Borrowers would have a Leverage Ratio on a pro forma basis of at least 0.25:1.00 below the then maximum Leverage Ratio permitted by Section 8.21(i), (C) after giving effect to such repurchase or dividend, there shall be at least $35,000,000 in Unused Revolving Credit Commitments and (D) the aggregate amount for such share repurchase or non-scheduled, non-recurring dividend shall not exceed $5,000,000 for each fiscal year satisfaction of the Company and $15,000,000 during the term exercise price of the facilitiesany warrant to acquire its shares.

Dividends and Certain Other Restricted Payments. The Credit Parties shall not, nor shall they permit Company will not during any Subsidiary to, fiscal year (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (except for dividends payable solely in its capital stock) or (b) directly or indirectly purchase, redeem, redeem or otherwise acquire or retire any of its capital stock or other equity interests any options or any warrantswarrants therefor except out of the net proceeds of a substantially concurrent issuance and sale of capital stock or options or warrants therefor (collectively, options, or similar instruments to acquire the same; provided, however, that the foregoing shall not operate to prevent the following (all of which are referred to collectively as “Restricted Payments”): ) if after giving effect thereto (i) the making aggregate amount expended for all such purposes subsequent to the date hereof would exceed the difference between (x) $500,000,000 plus (but not minus in the case of dividends or distributions by a deficit) 50% of Net Income for the period (taken as a single accounting period) from January 1, 2011 to the last day of the calendar quarter most recently completed prior to the Restricted Payment in question and (y) any Wholly-owned Subsidiary portion of any Credit Party the amount computed pursuant to its parent corporationclause (x) hereof which was used to justify a transaction under Section 7.13 pursuant to clause (iii) thereof, (ii) dividends payable solely in the same class a Default or Event of capital stock of such PersonDefault shall have occurred and be continuing, (iii) the making of regularly scheduled dividends Leverage Ratio is more than or equal to the Company’s shareholders, provided that (A) no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as 2.50 to 1.0 on a result thereof and (B) such dividends shall be paid out of Net Income, pro forma basis and (iv) the Company’s repurchase Borrowers have Unused Commitments of less than $100,000,000. The foregoing notwithstanding, there shall not be included in determining the amount set forth in clause (i) of this Section 7.16 (A) amounts paid by the Company in satisfaction of withholding taxes for the account of participants in Company equity-based benefit plans in connection with the surrender by such participants to the Company of shares of its the Company’s capital stock on or stock options to acquire shares of the open market Company’s capital stock in lieu of paying to the Company such withholding taxes in cash by reason of the acquisition of such shares or non-scheduled, non-recurring dividends, provided that (A) no Default or Event the exercise of Default has occurred such stock options and is continuing at such time or would be directly or indirectly caused as a result thereof on an actual or pro forma basis, (B) after giving effect the value of stock options to such repurchase or dividend, the Borrowers would have a Leverage Ratio on a pro forma basis of at least 0.25:1.00 below the then maximum Leverage Ratio permitted by Section 8.21(i), (C) after giving effect to such repurchase or dividend, there shall be at least $35,000,000 in Unused Revolving Credit Commitments and (D) the aggregate amount for such share repurchase or non-scheduled, non-recurring dividend shall not exceed $5,000,000 for each fiscal year acquire shares of the Company’s capital stock or the shares underlying such stock options upon surrender to the Company and $15,000,000 during the term of the facilitiesstock options in connection with payment of such stock option exercise price by way of a “net settlement” of such stock options.

Dividends and Certain Other Restricted Payments. The Credit Parties shall not, nor shall they permit any Subsidiary to, Company will not (a) declare or pay any dividends on or make any other distributions in respect of distribution on any class or series of its capital stock or (other equity interests than dividends payable solely in its capital stock) or (b) directly or indirectly purchase, redeem, redeem or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options(except out of the proceeds of, or similar instruments in exchange for, a substantially concurrent issue and sale of capital stock) or (c) make any other distributions with respect to acquire the sameits capital stock; provided, however, that if no Potential Default or Event of Default shall exist before and after giving effect thereto, the foregoing shall not operate to prevent the following (all of which are referred to collectively as “Restricted Payments”): Company may (i) pay dividends (A) on Convertible Stock the making proceeds of dividends which were used to refinance Debt permitted by Section 7.16 or distributions (B) on Convertible Stock which is classified as debt under generally accepted accounting principles, consistently applied, or which the Company elects to treat as Debt under this Agreement, and such Debt is permitted by any Wholly-owned Subsidiary of any Credit Party to its parent corporationSection 7.16 hereof, (ii) in addition to the dividends payable solely permitted by clauses (i) and (v), pay dividends in the same class of capital stock of such Personan aggregate amount not to exceed $13,000,000 in any Fiscal Year, (iii) pay dividends permitted under Section 7.14(ii) during the making of regularly scheduled dividends to immediately preceding Fiscal Year that were declared but not paid in the immediately preceding Fiscal Year, (iv) repurchase the Company’s shareholderscapital stock in an aggregate amount not to exceed $25,000,000, provided and (v) in addition to the dividends permitted by clauses (i), (ii) and (iii), pay a one-time dividend in an amount not to exceed the lesser of $1.00 per share and $66,556,000 in the aggregate to holders of the Company’s common stock. This Amendment shall become effective upon its execution by the Company, the Agent, and the Required Banks. The Company, by its execution of this Amendment, represents and warrants to the Banks that (Aa) each of the representations and warranties set forth in Section 5 of the Credit Agreement is true and correct as of the date hereof, except that the representations and warranties made under Section 5.3 shall be deemed to refer to the most recent annual report furnished to the Banks by the Company, and (b) the Company is in full compliance with all of the terms and conditions of the Credit Agreement and no Event of Default or Event of Potential Default has occurred and is continuing at such time thereunder. This Amendment may be executed in one or would be directly or indirectly caused as a result thereof and (B) such dividends more counterparts, each of which when so executed shall be paid out deemed to be an original, but all of Net Incomewhich when taken together shall constitute one and the same instrument. Telefax or facsimile copies of this Amendment or signature pages bearing original signatures, and (iv) the Company’s repurchase of shares of its capital stock on the open market signature pages delivered by telefax or non-scheduledfacsimile, non-recurring dividendsshall, provided that (A) no Default in each such instance, be deemed to be, and shall constitute and be treated as, an original signed document or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused counterpart, as a result thereof on an actual or pro forma basis, (B) after giving effect to such repurchase or dividend, the Borrowers would have a Leverage Ratio on a pro forma basis of at least 0.25:1.00 below the then maximum Leverage Ratio permitted by Section 8.21(i), (C) after giving effect to such repurchase or dividend, there applicable. This Amendment shall be at least $35,000,000 in Unused Revolving Credit Commitments and (D) governed by the aggregate amount for such share repurchase or non-scheduled, non-recurring dividend shall not exceed $5,000,000 for each fiscal year internal laws of the Company State of Illinois. Please indicate your agreement by executing a copy of this Amendment so indicated below and $15,000,000 during return same to the term undersigned. Very yours truly, Xxxxxx X.X., successor by merger to Xxxxxx Trust and Savings Bank, individually and as Agent By : /s/ Xxxxx Xxxxxxxxx Its Vice President SunTrust Bank By: /s/ Its: Managing Director U.S. Bank, National Association By: /s/ Its: Senior Vice President Xxxxx Fargo Bank National Association By: /s/ Its: Relationhip Manager ING Capital LLC By: /s/ Xxxx X. Xxxxxx Its: Vice President By: Its: Regions Bank By: /s/ Its: SVP Credit Suisse First Boston, acting through its Cayman Islands Branch By: /s/ Xxxx Xxxxxx Its: Director By: /s/ Xxxxxx Guntlin Its: Assistant Vice President CoBank, ACB By: /s/ Xxx Xxxxxxxx Its: Vice-President Accepted and Agreed to as of the facilities.day and year first above written: PILGRIM’S PRIDE CORPORATION By: /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx

Dividends and Certain Other Restricted Payments. The Credit Parties Borrower shall not, nor shall they it permit any Subsidiary of its Subsidiaries to, (ai) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests or interests, (bii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the samesame (collectively, referred to herein as “Restricted Payments”); provided, however, that the foregoing shall not operate to prevent the following (all of which are referred to collectively as “Restricted Payments”): (ix) the making of dividends or distributions by any Wholly-owned Subsidiary of any Credit Party the Borrower to its parent corporationcorporation and (y) dividends or other distributions by the Borrower on or after January 31, 2011 in respect of any class or series of its equity interests (each, a “Stockholder Distribution”), so long as, with respect to each Stockholder Distribution, (A) the Borrower shall have delivered to the Administrative Agent compliance certificates required by Section 6.1(c) hereof evidencing that the Borrower has achieved (i) a Fixed Charge Coverage Ratio of at least 1.20 to 1.00 and (ii) dividends payable solely in a Leverage Ratio of no greater than 4.00 to 1.00, each as of the same class last day of capital stock the two consecutive fiscal quarters of the Borrower immediately preceding such PersonStockholder Distribution, (iii) the making of regularly scheduled dividends to the Company’s shareholders, provided that (AB) no Default or Event of Default has occurred and is continuing at such time shall exist, or would be directly or indirectly caused as shall exist after giving effect to the proposed Stockholder Distribution, including with respect to the covenants contained in Section 6.20 on a result thereof and (B) such dividends shall be paid out of Net Income, and (iv) the Company’s repurchase of shares of its capital stock on the open market or non-scheduled, non-recurring dividends, provided that (A) no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof on an actual or pro forma basis, and the Borrower shall have delivered to the Administrative Agent prior to the proposed Stockholder Distribution a compliance certificate in the form of Exhibit E attached hereto evidencing such pro forma compliance with Section 6.20, and (BC) the Borrower shall have Excess Availability greater than $2,000,000.00 immediately after giving effect to such repurchase or dividend, the Borrowers would have a Leverage Ratio on a pro forma basis of at least 0.25:1.00 below the then maximum Leverage Ratio permitted by Section 8.21(i), (C) after giving effect to such repurchase or dividend, there shall be at least $35,000,000 in Unused Revolving Credit Commitments and (D) the aggregate amount for such share repurchase or non-scheduled, non-recurring dividend shall not exceed $5,000,000 for each fiscal year of the Company and $15,000,000 during the term of the facilitiesStockholder Distribution.

Dividends and Certain Other Restricted Payments. The Credit Parties Borrower shall not, nor shall they it permit any Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests (other than dividends payable solely in its capital stock) or (b) directly or indirectly purchase, redeem, redeem or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the samesame (except out of the proceeds of, or in exchange for, a substantially concurrent issue and sale of capital stock) or (c) prepay any Indebtedness for Borrowed Money aggregating in excess of $2,000,000 (other than the prepayment of the Loans and L/C Obligations) (collectively, "RESTRICTED PAYMENTS"); providedPROVIDED, howeverHOWEVER, that the foregoing shall not apply to or operate to prevent the following (all of which are referred to collectively as “Restricted Payments”): (i) dividends and redemptions by the making Borrower in respect of dividends or distributions its capital stock (collectively, "PERMITTED PAYMENTS" and individually a "PERMITTED PAYMENT") if (x) the Agent and Banks have received the audit report and accompanying financial statements and compliance certificate required by any Wholly-owned Subsidiary Section 8.5 hereof for the Borrower's most recently completed fiscal year, (y) at the time each such Permitted Payment is made and immediately after giving effect thereto, (1) the aggregate amount of all Permitted Payments made on and after December 31, 2002, on a cumulative basis, does not exceed $15,000,000, and (2) in the case of any Credit Party to its parent corporationredemption of the Borrower's capital stock, (ii) dividends payable solely the aggregate amount being redeemed by the Borrower, when taken together with the aggregate amount of all redemptions made during the prior 12-month period, does not exceed $5,000,000 unless, in the same class case of capital stock redemptions which aggregate more than $5,000,000 but less than or equal to $10,000,000, the Borrower's Total Leverage Ratio determined after giving effect to such redemption is not greater than 1.75 to 1.0 and in the case of redemptions aggregating more than $10,000,000 the Borrower's Total Leverage Ratio determined after giving effect to such Personredemption is not greater than 1.5 to 1.0, and (iii) the making of regularly scheduled dividends to the Company’s shareholders, provided that (Az) no Default or Event of Default has occurred and is shall occur or be continuing at the time of declaring any such time dividend or would be directly or indirectly caused as a result thereof making any such redemption and (Bii) such dividends shall be paid out of Net Income, and (iv) to the Company’s repurchase of shares of Borrower by its capital stock on the open market or non-scheduled, non-recurring dividends, provided that (A) no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof on an actual or pro forma basis, (B) after giving effect to such repurchase or dividend, the Borrowers would have a Leverage Ratio on a pro forma basis of at least 0.25:1.00 below the then maximum Leverage Ratio permitted by Section 8.21(i), (C) after giving effect to such repurchase or dividend, there shall be at least $35,000,000 in Unused Revolving Credit Commitments and (D) the aggregate amount for such share repurchase or non-scheduled, non-recurring dividend shall not exceed $5,000,000 for each fiscal year of the Company and $15,000,000 during the term of the facilitiesSubsidiaries.

Dividends and Certain Other Restricted Payments. The Credit Parties Borrower shall not, nor shall they it permit any Subsidiary of its Subsidiaries to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock stock, or other equity interests or (b) directly or indirectly purchase, redeem, redeem or otherwise acquire or retire any of its capital stock or other equity interests or any warrants(collectively, options, or similar instruments to acquire the same“Restricted Payments”); provided, however, that the foregoing shall not operate to prevent the following prevent: (all of which are referred to collectively as “Restricted Payments”): (ia) the making of dividends or distributions to the Borrower by any Wholly-owned Subsidiary of any Credit Party to its parent corporationSubsidiaries, (iib) dividends payable solely Restricted Payments consisting of the purchase by the Borrower of shares of its common stock for the sole purpose of the funding of the Borrower’s deferred compensation plan in the same class accordance with its terms in a maximum amount of capital stock of such Person$500,000 per fiscal year, (iiic) Restricted Payments consisting of the making repurchase by the Borrower of regularly scheduled dividends to the Company’s shareholders, shares of its common stock not otherwise permitted by this Section; provided that (Ai) no Default or Event of Default has occurred and shall exist or shall result from the share repurchase, (ii) the Borrower shall have demonstrated to the satisfaction of the Administrative Agent that it is continuing at in pro forma compliance with Section 8.21 of this Agreement after giving effect to such time or would be directly or indirectly caused as a result thereof share repurchase, provided, further, that the Borrower’s pro forma Total Funded Debt/Adjusted EBITDA Ratio shall not exceed 2.75 to 1.0 for the four most recently completed fiscal quarters, and (Biii) immediately after giving effect to any such dividends repurchases, the Revolving Credit Commitments then in effect shall be paid out exceed by at least $25,000,000 the aggregate principal amount of Net IncomeRevolving Loans, Swing Loans, and L/C Obligations, and (iv) the Company’s repurchase aggregate value of shares repurchased during the term of its capital stock on this Agreement shall not exceed $50,000,000, and (d) Restricted Payments consisting of cash dividends paid by the open market or non-scheduled, non-recurring dividendsBorrower during any fiscal year, provided that (Ai) no Default or Event of Default has occurred and is continuing at shall exist or shall result from the payment of any such time or would be directly or indirectly caused as a result thereof on an actual or pro forma basis, (B) after giving effect to such repurchase or dividend, the Borrowers would have a Leverage Ratio on a pro forma basis of at least 0.25:1.00 below the then maximum Leverage Ratio permitted by Section 8.21(i), (C) after giving effect to such repurchase or dividend, there shall be at least $35,000,000 in Unused Revolving Credit Commitments and (Dii) the aggregate amount for of such share repurchase or non-scheduled, non-recurring dividend dividends made in any fiscal year shall not exceed $5,000,000 for each 50% of Net Income from the prior fiscal year of the Company and $15,000,000 during the term of the facilitiesyear.

Dividends and Certain Other Restricted Payments. The Credit Parties Borrower shall not, nor shall they it permit any Subsidiary to, (a) declare or pay any dividends on or make any other distributions in respect of any class or series of its capital stock or other equity interests or interests, (b) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its capital stock or other equity interests or any warrants, options, or similar instruments to acquire the samesame or (c) make any Earn Out Payments; provided, however, that the foregoing shall not operate to prevent the following (all of which are referred to collectively as “Restricted Payments”): (i) the making of dividends or distributions by any Wholly-owned Subsidiary of to the Borrower or any Credit Party to its parent corporationSubsidiary, (ii) the making by the Borrower of dividends payable solely or distributions in respect of, or repurchases or redemptions of, its capital stock, provided that (x) no Default or Event of Default exists before or after giving effect thereto, and (y) the Borrower’s Fixed Charge Coverage Ratio would have been 1.50 to 1.0 or greater as of the end of its most recently ended fiscal quarter if such dividend, distribution, repurchase or redemption had been made on the last day of such fiscal quarter (provided that the aggregate amount of all such dividends, distributions, redemptions and repurchases shall not exceed $850,000 in the same class of capital stock of such Personaggregate during any fiscal year), (iii) the making of regularly scheduled dividends to the Company’s shareholdersEarn Out Payments when due, provided that (Aw) no Default or Event of Default has occurred exists before or after giving effect thereto, (x) the Total Funded Debt/EBITDA Ratio, calculated on a pro forma basis after giving effect to such Earn Out Payment (and any indebtedness incurred in connection therewith) is continuing at not greater than (I) the then applicable ratio set forth in Section 8.21(a) hereof minus (II) 0.25 to 1.0, (y) the Fixed Charge Coverage Ratio, calculated on a pro forma basis after giving effect to such time or would Earn Out Payment shall not be directly or indirectly caused as a result thereof less than 1.30 to 1.00, and (Bz) after giving effect to such dividends Earn Out Payment the Borrower shall be paid out have Unused Revolving Credit Commitments of Net Incomenot less than $5,000,000, and (iv) the Company’s repurchase making of dividends or distributions by the Borrower on any class or series of its capital stock solely in the form of the issuance of additional shares of such class or series of its capital stock, or (v) the acceptance by the Borrower of shares of its capital stock on the open market (or non-scheduled, non-recurring dividends, provided that (Aall or any portion off a warrant to purchase shares of its capital stock) no Default or Event of Default has occurred and is continuing at such time or would be directly or indirectly caused as a result thereof on an actual or pro forma basis, (B) after giving effect to such repurchase or dividend, the Borrowers would have a Leverage Ratio on a pro forma basis of at least 0.25:1.00 below the then maximum Leverage Ratio permitted by Section 8.21(i), (C) after giving effect to such repurchase or dividend, there shall be at least $35,000,000 in Unused Revolving Credit Commitments and (D) the aggregate amount for such share repurchase or non-scheduled, non-recurring dividend shall not exceed $5,000,000 for each fiscal year satisfaction of the Company and $15,000,000 during the term exercise price of the facilitiesany warrant to acquire its shares.