Common use of Preservation of Capital Clause in Contracts

Preservation of Capital. Neither the Borrower nor any of the Guarantors (other than Quebecor Media Inc.) shall: (a) return any capital to its shareholders or purchase, redeem, repurchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its capital stock now or subsequently issued, or any other equity security issued by it of any nature (including warrants and options), (b) declare, pay or set aside for payment any dividend or distribution whatsoever in respect of any share of the capital stock of the Borrower or any of the Initial VL Group Guarantors (provided that (x) a dividend or other distribution in an amount of approximately $150,000,000 paid by the Borrower to GVL to permit GVL to repay certain Debt to the Borrower (the “GVL Distribution”), (y) distributions arising under Back-to-Back Transactions and Tax Benefit Transactions, and (z) distributions consisting of (1) a quarterly payment equal to (aa) 100% of Excess Cash Flow if the Leverage Ratio, calculated on a pro forma basis after taking into account the payment proposed, is greater than 3.5:1 but less than or equal to 4.0:1, or (bb) 50% of Excess Cash Flow if the Leverage Ratio, calculated on a pro forma basis after taking into account the payment proposed, is more than 4.0:1, and (2) a maximum of $50,000,000 net during the Term (provided that no Advance for such purpose shall be made if the amount of the Credit available under the Revolving Facility, after the disbursement of such Advance, would be less than $50,000,000), by way of loans, dividends, return of capital or share repurchases will be permitted under this paragraph (b) without complying with the provisions of paragraphs (i) and (ii) below), or (c) set aside any funds for any of the purposes proscribed in paragraphs (a) or (b). However, transactions of the nature described in paragraphs (a), (b) and (c) will be permitted (i) if all amounts so paid under such provisions are paid to the Borrower or to a Guarantor that has provided an unlimited Guarantee and the Security to the Agent on behalf of the Lenders, or (ii) if the Leverage Ratio, calculated on a pro forma basis after taking into account the payment proposed, is less than or equal to 3.5:1; provided that, with respect to any of the transactions described in paragraphs (a), (b) or (c), (A) no Default or Event of Default exists at the time and (B) making the payment of such amount will not cause a Default or Event of Default.

Preservation of Capital. Neither the Borrower nor any of the Guarantors (other than Quebecor Media Inc.) shall: (a) return any capital to its shareholders or purchase, redeem, repurchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its capital stock now or subsequently issued, or any other equity security issued by it of any nature (including warrants and options), (b) declare, pay or set aside for payment any dividend or distribution whatsoever in respect of any share of the capital stock of the Borrower or any of the Initial VL Group Guarantors (provided that (x) a dividend or other distribution in an amount of approximately $150,000,000 paid by the Borrower to GVL to permit GVL to repay certain Debt to the Borrower (the “"GVL Distribution”DISTRIBUTION"), (y) distributions arising under Back-to-Back Transactions and Tax Benefit Transactions, and (z) distributions consisting of (1) a quarterly payment equal to (aa) 100% of Excess Cash Flow if the Leverage Ratio, calculated on a pro forma PRO FORMA basis after taking into account the payment proposed, is greater than 3.5:1 but less than or equal to 4.0:1, or (bb) 50% of Excess Cash Flow if the Leverage Ratio, calculated on a pro forma basis after taking into account the payment proposed, is more than 4.0:1, and (2) a maximum of $50,000,000 net during the Term (provided that no Advance for such purpose shall be made if the amount of the Credit available under the Revolving Facility, after the disbursement of such Advance, would be less than $50,000,000), by way of loans, dividends, return of capital or share repurchases will be permitted under this paragraph (b) without complying with the provisions of paragraphs (i) and (ii) below)repurchases, or (c) set aside any funds for any of the purposes proscribed in paragraphs (a) or (b). However, transactions of the nature described in paragraphs (a), (b) and (c) will be permitted (i) if all amounts so paid under such provisions are paid to the Borrower or to a Guarantor that has provided an unlimited Guarantee and the Security to the Agent on behalf of the Lenders, or (ii) if the Leverage Ratio, calculated on a pro forma PRO FORMA basis after taking into account the payment proposed, is less than or equal to 3.5:1; provided that, with respect to any of the transactions described in paragraphs (a), (b) or (c), (A) no Default or Event of Default exists at the time and (B) making the payment of such amount will not cause a Default or Event of Default.

Preservation of Capital. Neither the Borrower nor any of the Guarantors (other than Quebecor Media Inc.) shall: (a) return any capital to its shareholders or purchase, redeem, repurchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its capital stock now or subsequently issued, or any other equity security issued by it of any nature (including warrants and options), (b) declare, pay or set aside for payment any dividend or distribution whatsoever in respect of any share of the capital stock of the Borrower or any of the Initial VL Group Guarantors (provided that (x) a dividend or other distribution in an amount of approximately $150,000,000 paid by the Borrower to GVL to permit GVL to repay certain Debt to the Borrower (the “"GVL Distribution”"), (y) distributions arising under Back-to-Back Transactions and Tax Benefit Transactions, and (z) distributions consisting of (1) a quarterly payment equal to (aa) 100% the remainder of Excess Cash Flow if after the Leverage RatioMandatory Repayment specified in subsection 8.2.3, calculated on (2) the Net Proceeds of the Additional Offering, up to a pro forma basis after taking into account the payment proposed, is greater than 3.5:1 but less than or equal to 4.0:1, or (bb) 50% maximum of Excess Cash Flow if the Leverage Ratio, calculated on a pro forma basis after taking into account the payment proposed, is more than 4.0:1$200,000,000, and (23) a maximum of $50,000,000 net during in the Term form of Additional Distributions (provided that no Advance for such purpose shall be made if the amount of the Credit available under the Revolving Facility, after the disbursement of such Advance, would be less than $50,000,00025,000,000), by way of loans, dividends, return of capital or share repurchases will be permitted under this paragraph (b) without complying with the provisions of paragraphs (i) and (ii) below), or (c) set aside any funds for any of the purposes proscribed in paragraphs (a) or (b). However, transactions of the nature described in paragraphs (a), (b) and (c) will be permitted (i) if all amounts so paid under such provisions are paid to the Borrower or to a Guarantor that has provided an unlimited Guarantee and the Security to the Agent on behalf of the Lenders, or (ii) if the Leverage Ratio, calculated on a pro forma basis after taking into account the payment proposed, is less than or equal 4.0:1 (provided in such case that such payment will be limited to 3.5:1100% of the Excess Cash Flow); provided that, with respect to any of the transactions described in paragraphs (a), (b) or (c), (A) no Default or Event of Default exists at the time and (B) making the payment of such amount will not cause a Default or Event of Default.