Common use of Dividends, Etc Clause in Contracts

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any --------------- of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings the Borrower or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may beBorrower) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Company will not, and will not permit any of --------------- its Restricted Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Company will not permit any of its Restricted Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Company or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings the Borrower or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings the Borrower or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings the Borrower or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings (a) The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or purchase or otherwise acquire or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiaryof its Subsidiaries, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:that any Subsidiary of the Borrower may pay cash dividends to its parent if such parent is the Borrower or a Wholly-Owned Subsidiary of the Borrower.

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Restricted Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Restricted Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any --------------- of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may beBorrower) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a considerationconsideration (other than consideration in the form of capital stock of the Borrower), any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, purposes and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings Holding or any other Subsidiary, as the case may be, Borrower now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued by such Person with in respect to its capital stockof any such shares) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings (a) The Borrower will not, and will not permit --------------- any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders stockholders, members and/or other owners or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, members and/or other owners as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock or other ownership interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other ownership interests of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings and the Borrower will not, and will not permit any of --------------- its their respective Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any the Person paying such Subsidiary, as the case may bedividend) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a considerationconsideration (other than consideration in the form of common stock of the Person paying such dividend), any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, purposes and Holdings and the Borrower will not permit any of its their respective Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings Holdings, the Borrower or any other Subsidiary, as the case may be, of their respective Subsidiaries now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued by such Person with in respect to its capital stockof any such shares) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Restricted Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Restricted Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "“Dividends"”), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings the Borrower or any such Subsidiary, as the case may be) or return any capital to, its stockholders stockholders, partners or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, partners or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stockstock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of and the foregoing purposes, and Holdings Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other Equity Interests of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stockstock or other Equity Interests) (all of the foregoing "“Dividends")”) or make any payments in respect of any outstanding Shareholder Subordinated Notes, except that:

Dividends, Etc. Holdings The Borrower will not, and nor will not the -------------- Borrower permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings such Borrower or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) or enter into any derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating it to make payments to such Derivatives Counterparty as a result of any change in market value of its capital stock (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings and the Borrower will not, and will not permit any of --------------- its their respective Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any the Person paying such Subsidiary, as the case may bedividend) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a considerationconsideration (other than consideration in the form of common stock of the Person paying such dividend), any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, purposes and Holdings and the Borrower will not permit any of its their respective Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings Holdings, the Borrower or any other Subsidiary, as the case may be, of their respective Subsidiaries now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued by such Person with in respect to its capital stockof any such shares) (all of the foregoing "DividendsDIVIDENDS"), except that:

Dividends, Etc. Holdings and the Borrower will not, and will not permit any of --------------- its their respective Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any the Person paying such Subsidiary, as the case may bedividend) or return any capital to, its stockholders equityholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders equityholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a considerationconsideration (other than consideration in the form of common stock of the Person paying such dividend), any shares of any class of its capital stock, stock or any other of its equity interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such sharesshares or other equity interests), or set aside any funds for any of the foregoing purposes, purposes and Holdings and the Borrower will not permit any of its their respective Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or other equity interests in Holdings, the Borrower or any other Subsidiary, as the case may be, of their respective Subsidiaries now or hereafter outstanding (or any warrants for or options or warrants stock or stock similar appreciation rights issued by such Person with in respect to its capital stockof any such shares or other equity interests) (all of the foregoing "“Dividends"”), except that:

Dividends, Etc. Holdings The Borrower will not, and nor will not the Borrower --------------- permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings such Borrower or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) or enter into any derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating it to make payments to such Derivatives Counterparty as a result of any change in market value of its capital stock (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other SubsidiarySubsidi ary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing fore going "Dividends"), except that:

Dividends, Etc. Holdings (a) The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders stockholders, members and/or other owners or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, members and/or other owners as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock or other ownership interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other ownership interests of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "DividendsDIVIDENDS"), except that:

Dividends, Etc. Holdings (a) The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or purchase or otherwise acquire or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiaryof its Subsidiaries, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or purchase or otherwise acquire or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "“Dividends"”), except that:

Dividends, Etc. (a) Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or purchase or otherwise acquire or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiaryof its Subsidiaries, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. MMI Holdings will not, and will not permit any -------------- of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings any such Borrower or any such Subsidiary, as the case may be) ), or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property property, capital stock, warrants, rights, options, obligations, securities or cash to its stockholders as such, or redeem, retire, purchase purchase, defease or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and MMI Holdings will not permit any of its Subsidiaries to purchase purchase, redeem, retire, defease or otherwise acquire for consideration any shares of any class of the capital stock of MMI Holdings or any such other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that, so long as no Default shall have occurred and be continuing at the time of any action described in clauses (i) through (v) below or would result therefrom:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders stockholders, members and/or other owners of Equity Interests or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, members and/or other owners of Equity Interests as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, Equity Interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such sharesEquity Interests), or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock Equity Interests of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stockEquity Interests) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or make any payment pursuant to a tax sharing agreement, or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any --------------- of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common com mon stock of Holdings the Borrower or any such Subsidiary, as the case may be) or return any capital capi tal to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposespur poses, and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings (a) The Borrowers will not, and will not permit any of --------------- its Subsidiaries other Credit Party to, declare or pay any dividends or distributions (other than dividends or distributions payable solely in common capital stock or partnership interests of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or partners or authorize or make any other distribution, payment or delivery of property or cash to its stockholders or partners as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock or partnership interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such sharesshares or partnership interests), or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its Subsidiaries other Credit Party to purchase or otherwise acquire for consideration any shares of any class of the capital stock or partnership interests of Holdings or any other Subsidiarya Borrower, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings the Borrower or any such Subsidiary, as the case may be) or return any capital to, its stockholders stockholders, partners or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, partners or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stockstock or other equity interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other equity interests of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stockstock or other equity interests) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Subsidiaries Subsidiary to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may beBorrower) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, purposes and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, Borrower now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued by such Person with in respect to its capital stockof any such shares) (all of the foregoing "Dividends"), except that:that any Subsidiary of the Borrower may pay dividends to the Borrower or to a Subsidiary Guarantor; provided that the Borrower may redeem or retire shares of its Class A

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders stockholders, partners or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, partners or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stockstock or other equity interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other equity interests of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stockstock or other equity interests) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings (a) The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders stockholders, members and/or other owners or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, members and/or other owners as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock or other ownership interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other ownership interests of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "“Dividends"”), except that:

Dividends, Etc. Holdings (a) SNIG will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or purchase or otherwise acquire or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings SNIG, the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. (a) Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other SubsidiarySubsidiary (excluding any purchase by any Subsidiary of capital stock of any of its Subsidiaries), as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "“Dividends"”), except that:

Dividends, Etc. Holdings Parent will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings Parent or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings Parent will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings Parent or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings No Borrower will, nor will not, and will not any Borrower permit --------------- any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings such Borrower or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings no Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings such Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders stockholders, partners or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, partners or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stockstock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other Equity Interests of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stockstock or other Equity Interests) (all of the foregoing "Dividends"), except that:foregoing

Dividends, Etc. Holdings (a) The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or purchase or otherwise acquire or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiaryof its Subsidiaries, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders stockholders, partners or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, partners or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stockstock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other Equity Interests of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stockstock or other Equity Interests) (all of the foregoing "“Dividends")”) or make any payments in respect of any outstanding Shareholder Subordinated Notes, except that:

Dividends, Etc. Holdings and the Borrower will not, and will not permit any of --------------- its their respective Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any the Person paying such Subsidiary, as the case may bedividend) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a considerationconsideration (other than consideration in the form of capital stock of the Person paying the Dividend), any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, purposes and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, Borrower now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued by such Person with in respect to its capital stockof any such shares) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings (a) Parent will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings either Borrower or any other SubsidiarySubsidiary of Parent (excluding any purchase by any Subsidiary of capital stock of any of its Subsidiaries), as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "“Dividends"”), except that:

Dividends, Etc. Holdings (a) The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders stockholders, members and/or other owners or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, members and/or other owners as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, stock or other ownership interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other ownership interests of Holdings the Borrower or any other SubsidiarySubsidiary of the Borrower, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders stockholders, partners or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, partners or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stockstock (including, without limitation, any Holdings Common Stock, any Qualified Preferred Stock or any 16% Redeemable Preferred Stock) or other equity interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other equity interests of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stockstock or other equity interests) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Company will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings the Company or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Company will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings the Company or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, its stockholders stockholders, members and/or other owners of Equity Interests as such or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, members and/or other owners of Equity Interests as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, Equity Interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such sharesEquity Interests), or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock Equity Interests of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stockEquity Interests) (all of the foregoing "“Dividends"”), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or make any payment pursuant to a tax sharing agreement, or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or members or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares or membership interests of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or make any payment pursuant to a tax sharing agreement, or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends")) or apply to the Bankruptcy Court for authority to do so, except that:

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common capital stock of Holdings or any such Subsidiary, as the case may beBorrower) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a considerationconsideration (other than consideration in the form of capital stock of the Borrower), any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, purposes and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings Holding or any other Subsidiary, as the case may be, Borrower now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued by such Person with in respect to its capital stockof any such shares) (all of the foregoing "“Dividends"”), except that:

Dividends, Etc. Holdings will not, and will not permit any -------------- of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends or distributions payable solely in common shares of capital stock of Holdings or any such Subsidiaryof its Subsidiaries, as the case may beother than redeemable stock) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a any consideration, any shares of any class of its capital stock, stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or make any loans or advances to Affiliates, or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing foregoing, "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or or- indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "“Dividends"”), except that:

Dividends, Etc. Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock or comparable common equity interests of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stockstock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock or similar appreciation rights in respect of any of such sharesshares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other Equity Interests of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock or similar appreciation rights issued by such Person with respect to its capital stockstock or other Equity Interests) (all of the foregoing "Dividends"), except that:

Dividends, Etc. Holdings The Borrowers will not, and will not permit any of --------------- its their Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock Capital Stock of Holdings or any such Subsidiary, as the case may bePerson) or return any capital to, to its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, Capital Stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not or permit any of its their Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock Capital Stock of Holdings any of the Borrowers or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stockCapital Stock) (all of the foregoing "DividendsDIVIDENDS"), except that:that any Subsidiary of any Borrower may pay cash Dividends to the Borrower.

Dividends, Etc. Holdings The Borrower will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or other equityholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders or other equityholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stockEquity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock Equity Interests of Holdings the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stockEquity Interests) (all of the foregoing foregoing, except to the extent paid by such Person to its shareholders with the common stock of such Person, "Dividends"), except that:

Dividends, Etc. Holdings will not, and will not permit any --------------- of --------------- its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing fore going "Dividends"), except that: