Common use of Limitation on Dividends Clause in Contracts

Limitation on Dividends. None of Holdings, the Borrower or the Canadian Borrower will declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividends”), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds), provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None of Holdings, the Borrower or the Canadian The Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, than dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued with in respect to of any of its capital stocksuch shares), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to any of its capital stock) (all of the foregoing “"Dividends”"), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock of the Borrower for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)the Borrower, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any and/or options or warrants or stock appreciation rights issued with in respect to any of its or Parent’s capital stockthereof) held by its officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, agreements and (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends paid by Holdings pursuant to this clause (dc) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Common Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, and (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year)2.50:1.00.

Limitation on Dividends. None of Holdings, the Borrower or the Canadian Borrower will declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividends”), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends dividends on its capital stock, with the proceeds of dividends from, seriatim, the Borrower, which shall also be permitted to declare and pay dividends on its capital stockpermitted, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends dividends previously paid pursuant to this clause (i)(xd) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, 9.1 and (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None of Holdings, Neither Holdings nor the Borrower or the Canadian US Borrower will declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the US Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the US Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividends”); provided, provided that, so long as no Default or Event of Default exists or would exist after giving effect theretothereto subject to the last sentence of this Section, (a) each of Holdings or and the US Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock; provided, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings Parent and its Subsidiaries, with the proceeds of dividends from, seriatim, from the US Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or 148 employee stock plans, stock subscription agreements or shareholder agreements, (c) the US Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) each of Holdings and the US Borrower may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stockto, provided seriatim, Holdings and any Parent Company; provided, that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends (without duplication) paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends dividends previously paid pursuant to this clause (i)(xd) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, 9.1 and (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and 3.50:1.00, (e) each of the US Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, PIK Holdco, Holdings, the US Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposesgroup, along with franchise taxes, administrative and similar expenses related to its existence and ownership of PIK Holdco, Holdings, the US Borrower, as applicable; provided, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 5,000,000 in the aggregate per fiscal year, except that such expenses may exceed $5,000,000 in fiscal year 2007; provided, that such expenses for the period from the Fourth Amendment Effective Date to December 31, 2007 shall in no event exceed $5,000,000 in the aggregate), (f) the US Borrower may declare and pay dividends and/or make distributions on its capital stock, the proceeds of which will be used by Holdings on and after August 15, 2007 solely to pay cash interest, if any, of the 2011 Senior Notes as and to the extent that payment of such interest in cash is required by the 2011 Senior Notes Indenture, (g) the US Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, from Available Excess Cash Flow, the proceeds of which will be used by Holdings and PIK Holdco solely to redeem, repurchase or retire 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness if (x) at the time of the payment of such dividends and after giving effect thereto the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 2.25 to 1.00 and (y) the US Borrower applies an amount equal to the proceeds used for such redemption, repurchase or retirement of 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness to prepay Term Loans outstanding hereunder in accordance with Section 5.1 hereof on the date of any such redemption, repurchase or retirement of 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness (except to the extent that the US Borrower has already applied not less than 50.0% of the cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date and prior to the date of such redemption, repurchase or retirement of 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness pursuant to Section 5.1 or Section 5.2 hereof) and (h) Holdings may issue PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock in exchange for, or declare and pay dividends and/or make distributions on its capital stock from the proceeds of the issuance by Holdings of any PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock to the extent such proceeds are utilized by PIK Holdco substantially simultaneously with such issuance to redeem, repurchase or retire, PIK Notes or Permitted Additional PIK Notes of PIK Holdco that are being refinanced or replaced by such PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock. Notwithstanding anything contained in this Section 10.6 to the contrary, on and after the Restatement Date until after the first anniversary of the Restatement Date, neither Holdings nor the US Borrower will be permitted to declare or pay any Dividends that would otherwise be permitted by subsections (d) and (g) described above.

Limitation on Dividends. None of Holdings, the Borrower or the Canadian The Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, than dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent of the Borrower now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued with in respect to of any of its capital stocksuch shares), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to any of its capital stock) (all of the foregoing “Dividends”"DIVIDENDS"), provided PROVIDED that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock of the Borrower (i) for the Replacement Preferred Stock, (ii) for another class of capital stock or rights to acquire its capital stock of the Borrower or (iii) with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided PROVIDED that such other class of capital stock (other than any Replacement Preferred Stock) contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any and/or options or warrants or stock appreciation rights issued with in respect to any of its or Parent’s capital stockthereof) held by its officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings the Borrower may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided PROVIDED that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends dividends previously paid pursuant to this clause (i)(xd) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, 9.1 and (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 4.00:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings CCPC solely to pay taxes of Parent, HoldingsCCPC, the Borrower and the its Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposesgroup, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided PROVIDED that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None of Holdings, the Borrower or the Canadian The Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, than dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent of the Borrower now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued with in respect to of any of its capital stocksuch shares), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation appre ciation rights issued by such Person with respect to any of its capital stock) (all of the foregoing “"Dividends”"), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may effect the Redemption, (b) the Borrower may redeem in whole or in part any of its capital stock of the Borrower for another class of capital stock or rights to acquire its capital stock of the Borrower or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (bc) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any and/or options or warrants or stock appreciation rights issued with in respect to any of its or Parent’s capital stockthereof) held by its officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (cd) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, 10.5 and (de) Holdings the Borrower may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends paid by Holdings pursuant to this clause (de) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Common Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, and (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year)3.50:1.00.

Limitation on Dividends. None of Holdings, the Borrower or the Canadian (a) The Borrower will not declare or pay any dividends distributions (other than, (a) in respect of Holdings, dividends than distributions payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stockCapital Stock) or return any capital to its stockholders shareholders or make any other distribution, payment or delivery of property or cash to its stockholders shareholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent Capital Stock now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued with in respect to of any of its capital stocksuch Capital Stock), or set aside any funds for any of the foregoing purposes, or permit any of the other Restricted Subsidiaries Entities to purchase or otherwise acquire for consideration (other than in connection with an investment permitted not prohibited by Section 10.59.5) any shares Capital Stock of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to any of its capital stockCapital Stock) (all of the foregoing foregoing, “Dividends”), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (ai) Holdings or the Borrower may redeem in whole or in part any Capital Stock of its capital stock the Borrower (A) for another class of capital stock Capital Stock or rights to acquire its capital stock Capital Stock of the Borrower or (B) with proceeds from substantially concurrent equity capital contributions or issuances of new shares classes of its capital stock (or pay dividends with such proceeds)Capital Stock, provided that such other class of capital stock Capital Stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock Capital Stock redeemed thereby, (bii) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) Capital Stock held by its officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, employment agreements, management and/or employee stock plans, stock subscription agreements option plans or shareholder agreementsor partnership agreements of the Borrower, (ciii) the Borrower and the Restricted Subsidiaries may make investments permitted not prohibited by Section 10.5, 9.5 and (div) Holdings the Borrower may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day preferred shares of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to Borrower existing as at the Lenders under Section 9.1date hereof, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (ev) the Borrower and Holdings may declare and may, on or prior to October 17, 2011, pay the dividends and/or make distributions on its capital stock, as applicable, the proceeds common shares of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federalthat were declared on August 4, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year)2011.

Limitation on Dividends. None of Holdings, the Borrower or the Canadian Borrower Holdings will not declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, than dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment Investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividendsdividends”), ; provided that, that so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds), stock; provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may declare and pay Dividends dividends and/or make distributions to Parent, to enable Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings Holdings, each Borrower and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) Holdings may declare and pay dividends on its capital stock; provided that the Borrower and amount of any such dividends pursuant to this clause (c) shall not exceed an amount equal to the Restricted Subsidiaries may make investments permitted by Section 10.5Applicable Amount at such time, (d) Holdings may declare and pay Dividends on its capital stockdividends and/or make distributions to Parent, with solely to pay administrative and similar expenses related to ownership of the proceeds of dividends from, the Borrower, which shall also be permitted to declare Borrowers and pay dividends on its capital stock, Holdings; provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends paid by Holdings pursuant to this clause dividends does not exceed in any fiscal year the amount of such expenses payable for such fiscal year (d) it being understood that such expense shall not at any time in no event exceed the sum of (x) $30,000,000 1,000,000 in the aggregate per annum and (yfiscal year) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by to Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its Parent’s existence or to ownership or operations of Borrowers and ownership of the Borrower, as applicable, Holdings; provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None The Issuer will not, and will not permit any subsidiary of Holdingsthe Issuer to, the Borrower or the Canadian Borrower will (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Issuer's capital stock (which includes common and preferred stock) (other than, than (a) dividends or distributions in respect shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of Holdingsthe Issuer, dividends payable solely (b) any declaration of a dividend in its connection with the implementation of a shareholder's rights plan, any issuance of stock under any such plan and any redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Issuer's capital stock or rights, warrants the conversion or options to purchase its exchange of one class or series of the Issuer's capital stock for another class or series of the Issuer's capital stock, (d) the purchase of fractional interests in shares of the Issuer's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (e) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Issuer's benefit plans for its directors, officers, employees or consultants or any of the Issuer's dividend reinvestment plans), (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Issuer (including Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Issuer (other than payments under the Preferred Securities Guarantee) of the debt securities of any Subsidiary of the Issuer (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures if, in any such case at such time (1) there shall have occurred any event of which the Issuer has actual knowledge that (a), with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the BorrowerIssuer shall not have taken reasonable steps to cure, dividends payable solely (2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Issuer shall be in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued default with respect to any its payment obligations under the Preferred Securities Guarantee or [(4) the Issuer shall have given notice of its capital stock), or set aside any funds for any election of the foregoing purposes, or permit any exercise of its right to extend the interest payment period pursuant to Section 15.6 of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividends”), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds), provided that such other class of capital stock contains terms Indenture and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends extension shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year)continuing].

Limitation on Dividends. None of Holdings, the Borrower or the Canadian The Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, than dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued with in respect to of any of its capital stocksuch shares), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted its Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.510.6) any shares of any class of the capital stock of Holdings the Borrower or any other Subsidiary 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 any of its capital stock) (all of the foregoing “"Dividends”"), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock of the Borrower for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)the Borrower, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, and (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any and/or options or warrants or stock appreciation rights issued with in respect to any of its or Parent’s capital stockthereof) held by its officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None of Holdings, Neither Holdings nor the Borrower or the Canadian US Borrower will declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the US Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the US Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “"Dividends”"), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) each of Holdings or and the US Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings Parent and its Subsidiaries, with the proceeds of dividends from, seriatim, from the US Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the US Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) each of Holdings and the US Borrower may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stockto, seriatim, Holdings and any Parent Company, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends (without duplication) paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends dividends previously paid pursuant to this clause (i)(xd) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, 9.1 and (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and 3.50:1.00, (e) each of the US Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, PIK Holdco, Holdings, the US Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposesgroup, along with franchise taxes, administrative and similar expenses related to its existence and ownership of PIK Holdco, Holdings, the US Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 5,000,000 in the aggregate per fiscal year), (f) the US Borrower may declare and pay dividends and/or make distributions on its capital stock, the proceeds of which will be used by Holdings on and after August 15, 2007 solely to pay cash interest, if any, of the 2011 Senior Notes as and to the extent that payment of such interest in cash is required by the 2011 Senior Notes Indenture, (g) the US Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, from Available Excess Cash Flow, the proceeds of which will be used by Holdings and PIK Holdco solely to redeem, repurchase or retire 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness if (x) at the time of the payment of such dividends and after giving effect thereto the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 2.25 to 1.00 and (y) the US Borrower applies an amount equal to the proceeds used for such redemption, repurchase or retirement of 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness to prepay Term Loans outstanding hereunder in accordance with Section 5.1 hereof on the date of any such redemption, repurchase or retirement of 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness (except to the extent that the US Borrower has already applied not less than 50.0% of the cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date and prior to the date of such redemption, repurchase or retirement of 2011 Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness pursuant to Section 5.1 or Section 5.2 hereof) and (h) Holdings may issue PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock in exchange for, or declare and pay dividends and/or make distributions on its capital stock from the proceeds of the issuance by Holdings of any PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock to the extent such proceeds are utilized by PIK Holdco substantially simultaneously with such issuance to redeem, repurchase or retire, PIK Notes or Permitted Additional PIK Notes of PIK Holdco that are being refinanced or replaced by such PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock.

Limitation on Dividends. None of Holdings, the Borrower or the Canadian The Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, than dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment Investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividendsdividends”), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings the Borrower and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of any such Dividends paid by Holdings dividends pursuant to this clause (dc) shall not at any time exceed an amount equal to the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders Applicable Amount at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (ed) the Borrower and Holdings may declare and pay dividends and/or make distributions on to its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings parent solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None of Holdings, the Borrower or the Canadian The Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, than dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued with in respect to of any of its capital stocksuch shares), or set aside any funds for any of the foregoing purposespurposes (other than, in each case, in connection with an investment permitted by Section 10.5), or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued with in respect to any of its capital stocksuch shares) (all of the foregoing “"Dividends”"), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock of the Borrower for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)the Borrower, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (and/or warrants for or any options or warrants or stock appreciation rights issued with in respect to any of its or Parent’s capital stockthereof) held by its officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, agreements and (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends paid by Holdings pursuant to this clause (dc) shall not at any time exceed the sum of (xA) $30,000,000 in the aggregate per annum and plus (yB) 50% of Cumulative Consolidated Net Income Available to Common Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, and (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year)3.00:1.00.

Limitation on Dividends. None of Holdings, the Borrower or the Canadian The Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, than dividends payable solely in its capital stock) or return any capital to its stockholders 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 considerationconsidera- tion, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment Investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividends”"DIVIDENDS"), provided PROVIDED that, so long as no Default or Event of Default exists or would exist after giving effect theretothereto (except with respect to clause (f) below), (a) Holdings or the Borrower may redeem in whole or in part or pay dividends upon any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock stock, PROVIDED that (X) such contributions or pay dividends with such proceeds), provided that issuances shall not increase the Applicable Amount and (Y) such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings the Borrower and its Subsidiaries, with Subsidiaries and may make dividends the proceeds of dividends fromwhich are to be used by any direct or indirect parent of the Borrower to repurchase shares of the capital stock of any such parent held by officers, seriatim, directors and employees of the Borrower and Holdingsits Subsidiaries or of any such parent, as applicable, which shall also be permitted, in either case so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided PROVIDED that (i) subject to clause (ii) below, the aggregate amount of any such Dividends paid by Holdings dividends pursuant to this clause (dc) shall not at any time exceed an amount equal to the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders Applicable Amount at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1time, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (ed) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, to Intelsat Bermuda (or any other entity that may be a direct parent of the proceeds of which will be used by Parent or Holdings Borrower) solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar reasonable expenses related to its existence and ownership of the Borrower, (e) the Borrower may declare and pay dividends and/or make distributions to Intelsat Bermuda that represent the net proceeds from the issuance of the Senior 2006 Notes and approximately $65,000,000 million of available cash that are required to consummate the Acquisition, (f) the Borrower may declare and pay dividends and/or make distributions to Intelsat Bermuda (or any other entity that may be a parent of the Borrower) for the purpose of paying fees to the Sponsors of the types contemplated in Sections 9.9(a) (PROVIDED that such fees contemplated in Section 9.9(a) are paid quarterly when due), (b) and (c); PROVIDED that no such dividend or distribution contemplated by this clause 10.6(f) may be paid to the extent that the Borrower has paid a like amount for a substantially similar service to the Sponsors directly, as applicablecontemplated in Section 9.9, provided (g) the Borrower may declare and pay dividends at the times and in the amounts required for any parent of the Borrower to pay regularly scheduled interest on Indebtedness the proceeds of which have been contributed to the Borrower or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, the Borrower incurred in accordance with Section 10.1; PROVIDED that the amount of cash dividends paid pursuant to this clause (g) to enable any such parent to make any such payments and redemptions shall not exceed the amount necessary to make such payments and redemptions at such time, (h) for any taxable year, the Borrower may declare and pay dividends or other distributions to any parent of the Borrower if such parent is required to file a consolidated, unitary or similar tax return reflecting income of the Borrower or its Restricted Subsidiaries in an amount equal to the portion of such taxes attributable to the Borrower and/or its Restricted Subsidiaries that are not payable directly by the Borrower or its Restricted Subsidiaries, but not to exceed the amount that the Borrower or such Restricted Subsidiaries would have been required to pay in respect of taxes if the Borrower and such Restricted Subsidiaries had been required to pay such taxes directly as standalone taxpayers (or a standalone group separate from such parent), (i) the Borrower may declare and pay dividends to any parent entity (which may dividend or on-loan such money to any of its parent entities) to the extent that amounts equal to such dividends does are immediately contributed to the capital of, or paid as interest and/or principal on debt to, the Borrower or any Restricted Subsidiary; PROVIDED that such subsequent contribution shall not exceed constitute contributions of Disqualified Preferred Stock, a CI Contribution, a Permitted Equity Issuance pursuant to Section 12.13 or a contribution for purposes of the definition of "Applicable Amount" and (j) the Borrower may declare and pay dividends at the times and in the amounts necessary to enable any fiscal year parent of the Borrower to (i) make regularly scheduled interest payments on the Existing Parent Indebtedness and (ii) repay at final maturity the principal of 5.25% Senior Notes of Intelsat, Ltd.; PROVIDED that the amount of cash dividends paid pursuant to this clause (j) to enable any such taxes parent to make any such payments and expenses payable for redemptions shall not exceed the amount necessary to make such fiscal year (it being understood payments and redemptions at such time; PROVIDED, FURTHER, that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year)amount of interest payments with respect to the New Intelsat Bermuda Notes and the Intelsat Bermuda Intercompany Loans permitted to be paid pursuant to this clause (j) shall not exceed the cash interest payable with respect to the New Intelsat Bermuda Notes.

Limitation on Dividends. None of Holdings, the Borrower or the Canadian Borrower will declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividends”), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds), provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends dividends on its capital stock, with the proceeds of dividends from, seriatim, the Borrower, which shall also be permitted to declare and pay dividends on its capital stockpermitted, provided that (i) subject to clause clauses (ii) and (iii) below, the aggregate amount of such Dividends dividends paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum greater of (x) $30,000,000 50,000,000 in the aggregate per annum from the Closing Date and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect to each of clauses clause (x), at the time of the payment of any such dividends and after giving effect thereto, the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (iii) and with respect to clause (y), at the time of the payment of any such Dividends dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 4.50:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 2.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None of Holdings, Holdings and the Borrower or the Canadian Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, than dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment Investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividendsdividends”), provided that, that so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) each of Holdings or and the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay Dividends dividends and/or make distributions to Parent, to enable Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatimHoldings, the Borrower and Holdings, as applicable, which shall also be permittedits Subsidiaries, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) each of Holdings and the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of any such Dividends paid by Holdings dividends pursuant to this clause (dc) shall not at any time exceed an amount equal to the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders Applicable Amount at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1time, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (ed) the Borrower may declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay dividends and/or make distributions on its capital stockto Parent, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicableBorrower and Holdings, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year), and (e) each of Holdings and the Borrower may declare and pay (without duplication) the Specified Dividend on the Closing Date.

Limitation on Dividends. None of Holdings, Holdings and the Borrower or the Canadian Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, than dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment Investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividendsdividends”), provided that, that so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) each of Holdings or and the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay Dividends dividends and/or make distributions to Parent, to enable Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatimHoldings, the Borrower and Holdings, as applicable, which shall also be permittedits Subsidiaries, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) each of Holdings and the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of any such Dividends paid by Holdings dividends pursuant to this clause (dc) shall not at any time exceed an amount equal to the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders Applicable Amount at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1time, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (ed) the Borrower may declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay dividends and/or make distributions on its capital stockto Parent, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicableBorrower and Holdings, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year), and (e) at any time on or after April 30, 2009, the Borrower may declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay 122 dividends and/or make distributions to Parent, in each case in an amount not in excess of the amount of regularly scheduled cash interest payable during the period of 45 days following the date of such dividend or distribution on outstanding Parent Discount Notes, provided that (i) any such dividends or distributions relating to any such cash interest payment must be paid not earlier than 45 days prior to the date when such cash interest is required to be paid by Parent and the proceeds must be applied by Parent to the payment of such interest when due and (ii) the Borrower and the Restricted Subsidiaries shall be in pro forma compliance with the covenant set forth in Section 10.10 after giving effect to such dividend or distribution.

Limitation on Dividends. None of Holdings, the Borrower or the Canadian Borrower will declare (a) Declare or pay any dividends dividend (other than, (a) in respect of Holdings, than dividends payable solely in its capital common stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower) on, dividends payable solely in its capital stock) or return any capital to its stockholders or make any other distribution, payment or delivery of property or cash to its stockholders as suchon account of, or redeemset apart assets for a sinking or other analogous fund for, retirethe purchase, purchase redemption, defeasance, retirement or otherwise acquire, directly or indirectly, for considerationother acquisition of, any shares of any class of its capital stock Capital Stock of the Borrower or the capital stock of any 108 direct warrants or indirect parent options to purchase any such Stock, whether now or hereafter outstanding (outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any options or warrants or stock appreciation rights issued with respect to any of its capital stock)Subsidiary, or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividends”), provided thatexcept, so long as no Default or Event of Default then exists or would exist after giving effect theretoresult therefrom, (ai) Holdings distributions in cash or other property (including but not limited to notes or other Indebtedness of the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds), provided that such other class of capital stock contains terms and provisions at least as advantageous Borrower) to the Lenders in all respects material extent required to their interests satisfy the REIT Distribution Requirement and (ii) equity distributions as those contained in consideration for the capital stock redeemed thereby, transactions contemplated by Section 7.4(c); and (b) Holdings enter into any derivative or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of its or Parent’s capital stock) held by officersany such Capital Stock (such declarations, directors payments, setting apart, purchases, redemptions, defeasances, retirements, acquisitions and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant todistributions, and in accordance such transactions with any Derivatives Counterparties, being herein called "Restricted Payments"). In satisfying the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends previously paid REIT Distribution Requirement pursuant to clause (i)(xi) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, Holdingsabove, the Borrower and the Subsidiaries shall endeavor to issue Capital Stock or subordinated Indebtedness in each case as part otherwise permitted under this Agreement or any other Loan Document, unless such manner of a consolidated tax filing group distribution is impracticable for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that in which case the amount of such dividends does not exceed in any fiscal year Borrower may satisfy the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year)REIT Distribution Requirement by paying cash dividends.

Limitation on Dividends. None of Holdings, Neither Holdings nor the Borrower or the Canadian Borrower will declare or pay any dividends (other than, than (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividends”); provided, provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) each of Holdings or and the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock; provided, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may repurchase or may pay Dividends to Parent make dividends and distributions to repurchase shares of its or Parent’s capital stock of Holdings or Parent or any of its Subsidiaries (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s such capital stock) held by officers, directors and employees of Parent, Holdings Parent and its Subsidiaries, with the proceeds of dividends from, seriatim, from the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings and the Borrower may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stockor make distributions; provided, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends and distributions (without duplication) paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (xi) $30,000,000 in the aggregate per annum 600,000,000 and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect to each of clauses (x) and (y), at so long as the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Senior Secured Debt to Consolidated EBITDA Ratio on at such time is equal to or less than 1.50:1.00, 50% of the date cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date and prior to such payment time (it being understood and agreed that, to the extent that any dividends or distributions are made from the amounts provided for in this sub-clause (ii), the amounts of such dividends shall or distributions will be less than 5.00:1.00 and deducted from the Available Amount as set forth in clause (ba)(iii)(y)(D) of the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 definition thereof) and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, PIK Holdco, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposesgroup, along with franchise taxes, administrative and similar expenses related to its existence and ownership of PIK Holdco, Holdings, the Borrower, as applicable; provided, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and administrative and similar expenses payable for such fiscal year (it being understood that the amount of such dividends in respect of such administrative and similar expenses (but not such taxes) shall in no event exceed $1,000,000 5,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None of Holdings, the Borrower or the Canadian The Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, than dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent of the Borrower now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued with in respect to of any of its capital stocksuch shares), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to any of its capital stock) (all of the foregoing “"Dividends”"), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock of the Borrower (i) for the Replacement Preferred Stock, (ii) for another class of capital stock or rights to acquire its capital stock of the Borrower or (iii) with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided that such other class of capital stock (other than any Replacement Preferred Stock) contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any and/or options or warrants or stock appreciation rights issued with in respect to any of its or Parent’s capital stockthereof) held by its officers, directors and employees of Parent, Holdings and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreementsagreements in an aggregate amount not to exceed $1,000,000 in any calendar year plus an additional $1,000,000 over the term of this Agreement, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, 10.5 and (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings CCPC solely to pay taxes of Parent, HoldingsCCPC, the Borrower and the its Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposesgroup, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None of Holdings, Neither Holdings nor the Borrower or the Canadian Borrower will declare or pay any dividends (other than, than (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividends”); provided, provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) each of Holdings or and the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire 105 its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock; provided, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may repurchase or may pay Dividends to Parent make dividends and distributions to repurchase shares of its or Parent’s capital stock of Holdings or Parent or any of its Subsidiaries (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s such capital stock) held by officers, directors and employees of Parent, Holdings Parent and its Subsidiaries, with the proceeds of dividends from, seriatim, from the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings and the Borrower may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stockor make distributions; provided, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends and distributions (without duplication) paid by Holdings pursuant to this clause (d) shall not at any time exceed the sum of (xi) $30,000,000 in the aggregate per annum 600,000,000 and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect to each of clauses (x) and (y), at so long as the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Senior Secured Debt to Consolidated EBITDA Ratio on at such time is equal to or less than 1.50:1.00, 50% of the date cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date and prior to such payment time (it being understood and agreed that, to the extent that any dividends or distributions are made from the amounts provided for in this sub-clause (ii), the amounts of such dividends shall or distributions will be less than 5.00:1.00 and deducted from the Available Amount as set forth in clause (ba)(iii)(y)(D) of the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 definition thereof) and (e) the Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, PIK Holdco, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposesgroup, along with franchise taxes, administrative and similar expenses related to its existence and ownership of PIK Holdco, Holdings, the Borrower, as applicable; provided, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and administrative and similar expenses payable for such fiscal year (it being understood that the amount of such dividends in respect of such administrative and similar expenses (but not such taxes) shall in no event exceed $1,000,000 5,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None of Holdings, the Borrower or the Canadian The Borrower will not declare or pay any dividends (other than, (a) in respect of Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the Borrower, than dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment Investment permitted by Section 10.5) any shares of any class of the capital stock of Holdings or the Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “Dividendsdividends”), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) Holdings or the Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings the Borrower and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower and Holdings, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings may declare and pay Dividends on its capital stock, with the proceeds of dividends from, the Borrower, which shall also be permitted to declare and pay dividends on its capital stock, provided that (i) subject to clause (ii) below, the aggregate amount of any such Dividends paid by Holdings dividends pursuant to this clause (dc) shall either (i) not at any time exceed an amount equal to the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders Applicable Amount at such time less the amount of Dividends previously paid pursuant to clause (i)(x) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, (ii) with respect then be permitted to each be paid as a dividend pursuant to Section 1010(a)(C) of clauses (x) the Senior Note Indenture as in effect on the Closing Date and whether or not the Senior Note Indenture is then in effect and (y), at the time of the payment of any such Dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and (ed) the Borrower and Holdings may declare and pay dividends and/or make distributions on to its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings parent solely to pay taxes of Parent, Holdings, the Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposes, along with franchise taxes, administrative and similar expenses related to its existence and ownership of the Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year).

Limitation on Dividends. None of Holdingsthe Parent Companies, the Borrower Holdings or the Canadian US Borrower will declare or pay any dividends (other than, (a) in respect of any of the Parent Companies or Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the US Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of any of the Parent Companies, Holdings or the US Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “"Dividends”"), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) any of the Parent Companies, Holdings or the US Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) any of the Parent Companies or Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings Parent and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower US Borrower, Holdings and HoldingsPIK Holdco, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the US Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings Parent may declare and pay Dividends dividends on its capital stock, with the proceeds of dividends from, seriatim, the US Borrower, Holdings and PIK Holdco, which shall also be permitted to declare and pay dividends on its capital stockpermitted, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends paid by Holdings Parent pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends dividends previously paid pursuant to this clause (i)(xd) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, 9.1 and (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and 3.50:1.00, (e) the Borrower US Borrower, Holdings and Holdings PIK Holdco may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, PIK Holdco, Holdings, the US Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposesgroup, along with franchise taxes, administrative and similar expenses related to its existence and ownership of PIK Holdco, Holdings, the US Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year), (f) the US Borrower may declare and pay dividends and/or make distributions on its capital stock, the proceeds of which will be used by Holdings solely to pay cash interest, if any, of the New Senior Notes as and to the extent that payment of such interest in cash is required by the New Senior Notes Indenture, (g) the US Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, from Available Excess Cash Flow, the proceeds of which will be used by Holdings and PIK Holdco solely to redeem, repurchase or retire New Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness if (x) at the time of the payment of such dividends and after giving effect thereto the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 2.25 to 1.00 and (y) the US Borrower applies an amount equal to the proceeds used for such redemption, repurchase or retirement of New Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness to prepay Term Loans outstanding hereunder in accordance with Section 5.1 hereof on the date of any such redemption, repurchase or retirement of New Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness (except to the extent that the US Borrower has already applied not less than 50.0% of the cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date and prior to the date of such redemption, repurchase or retirement of New Senior Notes, PIK Notes, PIK Refinancing Preferred Stock or PIK Refinancing Indebtedness pursuant to Section 5.1 or Section 5.2 hereof) and (h) Holdings may issue PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock in exchange for, or declare and pay dividends and/or make distributions on its capital stock from the proceeds of the issuance by Holdings of any PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock to the extent such proceeds are utilized by PIK Holdco substantially simultaneously with such issuance to redeem, repurchase or retire, PIK Notes or Permitted Additional PIK Notes of PIK Holdco that are being refinanced or replaced by such PIK Refinancing Indebtedness or PIK Refinancing Preferred Stock.

Limitation on Dividends. None of Holdingsthe Parent Companies, the Borrower Holdings or the Canadian US Borrower will declare or pay any dividends (other than, (a) in respect of any of the Parent Companies or Holdings, dividends payable solely in its capital stock or rights, warrants or options to purchase its capital stock and (b) in respect of the US Borrower, dividends payable solely in its capital stock) or return any capital to its stockholders 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 consideration, any shares of any class of its capital stock or the capital stock of any 108 direct or indirect parent now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock), or set aside any funds for any of the foregoing purposes, or permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in connection with an investment permitted by Section 10.5) any shares of any class of the capital stock of any of the Parent Companies, Holdings or the US Borrower, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued with respect to any of its capital stock) (all of the foregoing “"Dividends”"), provided that, so long as no Default or Event of Default exists or would exist after giving effect thereto, (a) any of the Parent Companies, Holdings or the US Borrower may redeem in whole or in part any of its capital stock for another class of capital stock or rights to acquire its capital stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its capital stock (or pay dividends with such proceeds)stock, provided that such other class of capital stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the capital stock redeemed thereby, (b) any of the Parent Companies or Holdings or the Borrower may or may pay Dividends to Parent to repurchase shares of its or Parent’s capital stock (or any options or warrants or stock appreciation rights issued with respect to any of its or Parent’s capital stock) held by officers, directors and employees of Parent, Holdings Parent and its Subsidiaries, with the proceeds of dividends from, seriatim, the Borrower US Borrower, Holdings and HoldingsPIK Holdco, as applicable, which shall also be permitted, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements, (c) the US Borrower and the Restricted Subsidiaries may make investments permitted by Section 10.5, (d) Holdings Parent may declare and pay Dividends dividends on its capital stock, with the proceeds of dividends from, seriatim, the US Borrower, Holdings and PIK Holdco, which shall also be permitted to declare and pay dividends on its capital stockpermitted, provided that (i) subject to clause (ii) below, the aggregate amount of such Dividends dividends paid by Holdings Parent pursuant to this clause (d) shall not at any time exceed the sum of (x) $30,000,000 in the aggregate per annum and (y) 50% of Cumulative Consolidated Net Income Available to Stockholders at such time less the amount of Dividends dividends previously paid pursuant to this clause (i)(xd) or (i)(y) of this proviso following the last day of the most recent fiscal quarter for which Section 9.1 Financials have been delivered to the Lenders under Section 9.1, 9.1 and (ii) with respect to each of clauses (x) and (y), at the time of the payment of any such Dividends dividends and after giving effect thereto, both (a) the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 5.00:1.00 and (b) the Consolidated Senior Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 3.50:1.00 and 3.50:1.00, (e) the Borrower US Borrower, Holdings and Holdings PIK Holdco may declare and pay dividends and/or make distributions on its capital stock, as applicable, the proceeds of which will be used by Parent or Holdings solely to pay taxes of Parent, PIK Holdco, Holdings, the US Borrower and the Subsidiaries as part of a consolidated tax filing group for U.S. federal, state or local tax purposesgroup, along with franchise taxes, administrative and similar expenses related to its existence and ownership of PIK Holdco, Holdings, the US Borrower, as applicable, provided that the amount of such dividends does not exceed in any fiscal year the amount of such taxes and expenses payable for such fiscal year (it being understood that such expenses shall in no event exceed $1,000,000 in the aggregate per fiscal year), (f) the US Borrower may declare and pay dividends and/or make distributions on its capital stock, the proceeds of which will be used by Holdings solely to pay cash interest, if any, of the New Senior Notes as and to the extent that payment of such interest in cash is required by the New Senior Notes Indenture and (g) the US Borrower and Holdings may declare and pay dividends and/or make distributions on its capital stock, as applicable, from Available Excess Cash Flow, the proceeds of which will be used by Holdings and PIK Holdco solely to redeem, repurchase or retire New Senior Notes or PIK Notes if (x) at the time of the payment of such dividends and after giving effect thereto the Consolidated Total Debt to Consolidated EBITDA Ratio on the date of such payment of such dividends shall be less than 2.25 to 1.00 and (y) the US Borrower applies an amount equal to the proceeds used for such redemption, repurchase or retirement of New Senior Notes or PIK Notes to prepay Term Loans outstanding hereunder in accordance with Section 5.1 hereof on the date of any such redemption, repurchase or retirement of New Senior Notes or PIK Notes (except to the extent that the US Borrower has already applied not less than 50.0% of the cumulative amount of Excess Cash Flow for all fiscal years completed after the Closing Date and prior to the date of such redemption, repurchase or retirement of New Senior Notes or PIK Notes pursuant to Section 5.1 or Section 5.2 hereof).