Common use of Restricted Payments, etc Clause in Contracts

Restricted Payments, etc. On and at all times after the Effective Date, the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, if, after giving effect thereto, a Default or an Event of Default shall have occurred and be continuing or been caused thereby; provided, that notwithstanding any restriction contained in this Section, the Borrower may redeem any of its shares of capital stock in exchange for, or out of the proceeds of the substantially concurrent sale of, shares of capital stock, and any dividend otherwise permitted under the terms of this Section on the date of such dividend’s declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this Section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock of the Borrower for purposes of this Section.

Restricted Payments, etc. On and at all times after the Effective Date, (a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the BorrowerBorrower if the aggregate amount of such dividends, ifdistributions and applications for the current and the preceding three Fiscal Quarters exceeds the lesser of (i) 50% of consolidated net income of the Borrower and its Subsidiaries for the current and the preceding three Fiscal Quarters or (ii) $2,000,000, after giving effect thereto, a Default or an Event of Default shall have occurred and be continuing or been caused thereby; provided, that however, that, notwithstanding the foregoing and only with respect to activities required or permitted under the MarkWest 401(k) Plan, Borrower shall be permitted to purchase or redeem up to $1 million in the aggregate per annum of shares of any restriction contained in this Section, the Borrower may redeem any of its shares class of capital stock in exchange for, (now or out hereafter outstanding) of the proceeds of Borrower on the substantially concurrent sale of, shares of capital stockopen-market or held in Borrower’s 401(k), and (b) the Borrower will not, and will not permit any dividend otherwise permitted under the terms of this Section on the date of such dividend’s declaration shall Subsidiary to, make any deposit for any purchase, redemption, distribution or other payment that would be payable notwithstanding that on the date of payment, such dividend would not be permitted under prohibited by this Section; and provided, further, that Hybrid Preferred Securities . This Section shall not be treated construed so as capital stock of to prohibit MarkWest Canada Co. from making payments under the Borrower for purposes of this SectionIncentive Payments Agreement.

Restricted Payments, etc. On and at all times after the Effective Date, the The Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares or units of any class of capital stock Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with in respect to any shares of any class of capital stock Stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries Subsidiary to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares or units of any class of capital stock Stock (now or hereafter outstanding) of the Borrower, Borrower or warrantsany rights, options or other rights with respect warrants to subscribe for or purchase any shares or units of any class of capital stock Stock of the Borrower or make any deposit for any of the foregoing; provided, however, that so long as (now i) no Event of Default has occurred and is continuing, (ii) the Borrower is in compliance with all financial covenants as determined on a pro forma basis after giving effect to such distributions, and (iii) after giving effect to such distribution, the Borrower’s Liquidity is not less than $3,000,000, then (A) so long as the Borrower is a Pass-Through Entity and the direct or hereafter outstanding) indirect owners of its Stock are directly responsible for the payment of taxes on income of the Borrower (such direct or indirect owners of the Borrower’s stock responsible for the payment of such taxes, if, after giving effect thereto, a Default or an Event of Default shall have occurred and be continuing or been caused thereby; provided, that notwithstanding any restriction contained in this Sectionthe “Borrower’s Tax-Paying Entities”), the Borrower may redeem any make distributions from time to time to the owners of its shares of capital stock Stock (for subsequent distribution in exchange for, or out the event that such owners of the proceeds Borrower’s stock are not Borrower’s Tax-Paying Entities) in an amount up to the lesser of (x) the “Tax Distributions” as described in Section 5.6 of the substantially concurrent sale ofParent Guarantor’s LLC Agreement, shares (y) the estimated income tax liability of capital stock, and any dividend otherwise permitted under the terms of this Section on Borrower’s Tax-Paying Entities with respect to the date of such dividend’s declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this Section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock income of the Borrower (calculated based on a tax rate equal to the highest effective marginal combined federal, state and local income tax rate of an assumed taxpayer paying taxes in the jurisdictions(s) in which the Borrower’s Tax-Paying Entities are taxable (as reported by the Borrower to the Agent each year and consistent with any applicable provisions of the Borrower’s Organizational Documents) taking into account the deductibility of state and local income taxes for purposes federal income tax purposes) arising solely as a result of this Sectionthe net income of the Borrower attributable to the Borrower’s Tax-Paying Entities, and (z) forty-one percent (41%) of the adjusted taxable income of the Borrower with respect to which the Borrower’s Tax-Paying Entities are responsible for paying income taxes (such distributions, “Permitted Tax Distributions”), provided that such distributions are made quarterly not more than five (5) Business Days prior to the deadline for such owners of Stock to file their quarterly estimated income tax returns with the Internal Revenue Service, and (B) on or after the Project Completion Date the Borrower may make distributions to the owners of its Stock, solely from amounts on deposit in the Cost Overrun Account, in an aggregate amount not to exceed the amount by which the amount on deposit in the Cost Overrun Account on the Project Construction Completion Date exceeds the sum of (i) the amount of all obligations owed with respect to Construction Expenses which have not yet been paid, and (ii) an amount equal to the Borrower’s reasonable estimate as approved by the Independent Engineer of the costs to complete the items described on the Punch List Certificate.

Restricted Payments, etc. On and at all times after the Effective Date, (a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the BorrowerBorrower if the aggregate amount of such dividends, if, after giving effect thereto, a Default or an Event distributions and applications for the current and the preceding three Fiscal Quarters exceeds the lesser of Default shall have occurred and be continuing or been caused thereby; provided, that notwithstanding any restriction contained in this Section, (i) 50% of consolidated net income of the Borrower may and its Subsidiaries for the current and the preceding three Fiscal Quarters or (ii) $1,000,000, PROVIDED, HOWEVER, that, notwithstanding the foregoing and only with respect to activities required or permitted under the MarkWest 401(k) Plan, Borrower shall be permitted to purchase or redeem up to $250,000 in the aggregate per annum of shares of any of its shares class of capital stock in exchange for, (now or out of the proceeds of the substantially concurrent sale of, shares of capital stock, and any dividend otherwise permitted under the terms of this Section on the date of such dividend’s declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this Section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock hereafter outstanding) of the Borrower on the open-market or held in Borrower's 401(K), and (b) the Borrower will not, and will not permit any Subsidiary to, make any deposit for purposes any of this Sectionthe foregoing purposes.

Restricted Payments, etc. On The Borrower shall not and at all times after the Effective Date, the Borrower will shall not permit any Restricted Subsidiary to (a) declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock the Borrower's Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock its Capital Stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its the Borrower's common stock or warrants to purchase its the Borrower's common stock or splitups or reclassifications of its stock the Borrower's Capital Stock into additional or other shares of its common stock) stock or apply, or permit apply any of its Restricted Subsidiaries to apply, any of its or their funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares of any class of capital stock the Borrower's Capital Stock (now or hereafter outstanding) of the Borrower), or warrants, options or other rights with respect to any shares of any class of capital stock its Capital Stock (now or hereafter outstanding); (b) except as expressly permitted in writing by the Administrative Agent with the consent of the Majority Banks, make any payment or prepayment of principal of, or make any payment of interest on, any Indebtedness on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Indebtedness, or which would violate the subordination provisions of any Subordinated Debt; (c) redeem, purchase or defease, any Subordinated Debt; and (d) make any deposit for any of the foregoing purposes (collectively, the "Restricted Payments"); provided, however, that so long as no Default is continuing and, after giving effect to any such payment, Borrowing Base Usage is not greater than 80%, the Borrower and its Restricted Subsidiaries may make payments otherwise prohibited by the foregoing clauses (a), (b) and (c) so long as the aggregate of all such payments does not exceed the sum of (A) $20,000,000, plus (B) twenty-five percent (25%) of the Borrower's consolidated net income, ifto be calculated on a cumulative basis, after giving effect theretofor each Fiscal Year commencing with the Fiscal Year ending December 31, 2001, minus (C) if the Borrower's consolidated net income shall be a Default or an Event of Default shall have occurred and be continuing or been caused thereby; providedloss, that notwithstanding any restriction contained in this Section, the Borrower may redeem any of its shares of capital stock in exchange for, or out one hundred percent (100%) of the proceeds of Borrower's consolidated net loss, to be calculated on a cumulative basis, for each Fiscal Year commencing with the substantially concurrent sale ofFiscal Year ending December 31, shares of capital stock2001, and any dividend otherwise permitted under the terms of this Section on the date of such dividend’s declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this Section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock of the Borrower for purposes of this Section.minus (D) all Investments made pursuant to

Restricted Payments, etc. (a) On and at all times after the Effective Date, the Borrower CPG will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares units of any class of capital stock its membership interests (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares units of any class of capital stock (its membership interests or other equity interests, now or hereafter outstanding) of the Borrower outstanding (other than dividends or distributions payable in its common stock membership interests or warrants to purchase its common stock membership interests or splitups or reclassifications of its stock membership interests into additional or other shares units of its common stockmembership interests) or apply, apply or permit any of its Restricted Subsidiaries Subsidiary to apply, apply any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares of any class units of capital stock CPG's membership interests (now or hereafter outstanding) of the Borrower), or warrants, options or other rights with respect to any shares units of any class of capital stock CPG's membership interests (now or hereafter outstanding), provided however that (i) Tax Distributions are permitted; (ii) none of the BorrowerBorrowers and none of their Subsidiaries will (A) make any payment or prepayment of principal of, ifor make any payment of interest on, after giving effect theretoany Subordinated Debt on any day other than the stated, a Default scheduled date for such payment or an Event prepayment set forth in the documents and instruments memorializing such Subordinated Debt, as the case may be, or which would violate the subordination provisions of Default shall have occurred such Subordinated Debt, as the case may be, (B) redeem, purchase or defease any Subordinated Debt; and be continuing or been caused thereby; provided, that notwithstanding (iii) none of the Borrowers and none of their Subsidiaries will make any restriction contained in this Section, the Borrower may redeem deposit for any of its shares of capital stock in exchange for, or out of the proceeds of the substantially concurrent sale of, shares of capital stock, and any dividend otherwise permitted under the terms of this Section on the date of such dividend’s declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this Section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock of the Borrower for purposes of this Sectionforegoing purposes.

Restricted Payments, etc. On and at all times after the Effective Date, neither the Borrower nor any of the MarkWest Inc. Subsidiaries will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock or other equity interests (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock or other equity interests (now or hereafter outstanding) of the Borrower or any of the MarkWest Inc. Subsidiaries ("Restricted Payments") other than (a) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock; (b) each Subsidiary of the Borrower may make Restricted Payments to the Borrower and to Wholly-Owned Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary of the Borrower, to the Borrower and any Subsidiary of the Borrower and to each other owner of equity interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (c) provided that no Default or applyEvent of Default exists, the Borrower may declare or permit any pay cash dividends to its stockholders and purchase, redeem or otherwise acquire shares of its Restricted capital stock or warrants, rights or options to acquire any such shares for cash, provided, that the aggregate amount of such dividends, distributions and acquisitions for the current and the preceding three Fiscal Quarters does not exceed the lesser of (i) 50% of consolidated net income of the Borrower and its Subsidiaries for the current and the preceding three Fiscal Quarters or (ii) $2,000,000; and (d) with respect to applyactivities required or permitted under the MarkWest 401(k) Plan, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries Borrower shall be permitted to purchase or redeem, any redeem up to $1,000,000 in the aggregate per annum of shares of any class of capital stock (now or hereafter outstanding) of the Borrower on the open-market or held in Borrower's 401(k). The Borrower will not, or warrantsand will not permit any MarkWest Inc. Subsidiary to, options make any deposit for any purchase, redemption, distribution or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, if, after giving effect thereto, a Default or an Event of Default shall have occurred and payment that would be continuing or been caused thereby; provided, that notwithstanding any restriction contained in this Section, the Borrower may redeem any of its shares of capital stock in exchange for, or out of the proceeds of the substantially concurrent sale of, shares of capital stock, and any dividend otherwise permitted under the terms of this Section on the date of such dividend’s declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this Section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock of the Borrower for purposes of prohibited by this Section.

Restricted Payments, etc. On and at all times after the Effective Date, (a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the BorrowerBorrower if the aggregate amount of such dividends, if, after giving effect thereto, a Default or an Event distributions and applications for the current and the preceding three Fiscal Quarters exceeds the lesser of Default shall have occurred and be continuing or been caused thereby; provided, that notwithstanding any restriction contained in this Section, (i) 50% of consolidated net income of the Borrower may and its Subsidiaries for the current and the preceding three Fiscal Quarters or (ii) $2,000,000, PROVIDED, HOWEVER, that, notwithstanding the foregoing and only with respect to activities required or permitted under the MarkWest 401(k) Plan, Borrower shall be permitted to purchase or redeem up to $1,000,000 in the aggregate per annum of shares of any of its shares class of capital stock in exchange for, (now or out hereafter outstanding) of the proceeds of Borrower on the substantially concurrent sale of, shares of capital stockopen-market or held in Borrower's 401(k), and (b) the Borrower will not, and will not permit any dividend otherwise permitted under the terms of this Section on the date of such dividend’s declaration shall Subsidiary to, make any deposit for any purchase, redemption, distribution or other payment that would be payable notwithstanding that on the date of payment, such dividend would not be permitted under prohibited by this Section; and provided, further, that Hybrid Preferred Securities . This Section shall not be treated construed so as capital stock of to prohibit MarkWest Canada Co. from making payments under the Borrower for purposes of this SectionIncentive Payments Agreement.

Restricted Payments, etc. On The Borrower shall not and at all times after the Effective Date, the Borrower will shall not permit any Restricted Subsidiary to (a) declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock the Borrower's Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock its Capital Stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its the Borrower's common stock or warrants to purchase its the Borrower's common stock or splitups or reclassifications of its stock the Borrower's Capital Stock into additional or other shares of its common stock) stock or apply, or permit apply any of its Restricted Subsidiaries to apply, any of its or their funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares of any class of capital stock the Borrower's Capital Stock (now or hereafter outstanding) of the Borrower), or warrants, options or other rights with respect to any shares of any class of capital stock its Capital Stock (now or hereafter outstanding); (b) except as expressly permitted in writing by the Administrative Agent with the consent of the BorrowerRequired Banks, ifmake any payment or prepayment of principal of, or make any payment of interest on, any Indebtedness on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Indebtedness, or which would violate the subordination provisions of any Subordinated Debt; (c) redeem, purchase or defease, any Subordinated Debt; and (d) make any deposit for any of the foregoing purposes (collectively, the "Restricted Payments"); provided, however, that so long as no Default is continuing and, after giving effect theretoto any such payment, a Default or an Event of Default shall have occurred and be continuing or been caused thereby; provided, that notwithstanding any restriction contained in this SectionBorrowing Base Usage is not greater than 90%, the Borrower and its Restricted Subsidiaries may redeem any of its shares of capital stock in exchange formake payments otherwise prohibited by the foregoing clauses (a), or out of the proceeds of the substantially concurrent sale of, shares of capital stock, (b) and any dividend otherwise permitted under the terms of this Section on the date of such dividend’s declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this Section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock of the Borrower for purposes of this Section.(c) so long as

Restricted Payments, etc. On and at all times after the Effective Date, the The Borrower will not (notwithstanding the terms of any Organic Document) declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock their equity interests (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to thereto) any shares of any class of capital stock (now dividend or hereafter outstanding) of the Borrower distribution, whether in cash, property or obligations (other than dividends or distributions payable in its common stock or other equity interests, warrants to purchase its common stock or splitups other equity interests or split-ups or reclassifications of its stock or other equity interests into additional or other shares of its common stock) ), or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, any such equity interests (or agree or permit any of its Restricted Subsidiaries to purchase or redeemoptions, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or warrants, options warrants or other rights with respect thereto); the Borrower will not, and will not permit any of its Subsidiaries to, make any deposit for any of the foregoing purposes; provided, however: The Borrower may pay dividends or may redeem or repurchase any of its capital stock, provided, that, as to any shares payment of such dividend or for such redemption or repurchase each of the following conditions is satisfied: (1) such payment shall be made with funds legally available therefor, (2) such dividend or redemption or repurchase shall not violate any law or regulation or the terms of any class of capital stock indenture, agreement or undertaking to which the Borrower is a party or by which the Borrower or its properties are bound, (now or hereafter outstanding3) as of the Borrower, if, date of the payment of such dividend or redemption or repurchase and after giving effect thereto, a Default or an Event of no Default shall exist or have occurred occurred; and be continuing (4) in the case of redemptions and repurchases, as of the day of the redemption or been caused thereby; provided, that notwithstanding any restriction contained in this Sectionrepurchase and after giving effect thereto, the Borrower may redeem any Excess Availability, as of its shares of capital stock in exchange for, or out of the proceeds of the substantially concurrent sale of, shares of capital stock, and any dividend otherwise permitted under the terms of this Section on the date of any such dividend’s declaration payment and after giving effect thereto, shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this Section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock of the Borrower for purposes of this Section.less than $25,000,000. SECTION 7.2.7

Restricted Payments, etc. On and at all times after the Effective Date, the Borrower (a) Neither Operations nor Thrifty will not declare, pay or make any dividend or distribution (in cash, property or obligations) on Distribution with respect to any shares of any class of capital stock its Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any such shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares of any class of capital stock Capital Stock (now or hereafter outstanding) of the BorrowerOperations or Thrifty, or warrants, options or other rights with respect to any such shares of any class of capital stock Capital Stock (now or hereafter outstanding) of Operations or Thrifty; provided, however, that Operations and Thrifty may (i) make Distributions to the Borrower to the extent that it is necessary to permit the Borrower to pay taxes based on income and franchise taxes and other similar licensure expenses and other actual and reasonable general administrative costs and expenses attributable to the operations of the Borrower (including indemnity obligations payable to directors and officers of the Borrower who have acted in good faith), (ii) make Distributions to the Borrower to the extent it is necessary to permit the Borrower to satisfy a payment demand in respect of a Demand Capitalization Note, (iii) make Distributions to the Borrower to the extent necessary to satisfy its obligations under the Loan Documents and other Indebtedness permitted to be incurred by it hereunder and (iv) make a Distribution to the Borrower to the extent necessary to enable the Borrower to (A) make a Distribution declared by the Borrower (but in no event exceeding the amount of such Distribution permitted to be made by the Borrower pursuant to the succeeding clause (b)) or (B) purchase or redeem any shares of any class of the Borrower’s Capital Stock or warrants, ifoptions or other rights with respect thereto held by the Borrower’s stockholders (but in no event exceeding the amount of such purchase or redemption permitted to be made by the Borrower pursuant to the succeeding clause (b)), in each case, so long as, immediately before and after giving effect thereto, a Default or an Event of no Default shall have occurred and be continuing and the Distribution or been caused thereby; providedthe purchase or redemption, that notwithstanding any restriction contained in this Sectionas applicable, to be made by the Borrower may redeem any of its shares of capital stock in exchange for, is made at the time Operations or out of the proceeds of the substantially concurrent sale of, shares of capital stock, and any dividend otherwise permitted under the terms of this Section on the date of such dividend’s declaration shall be payable notwithstanding that on the date of payment, such dividend would not be permitted under this Section; and provided, further, that Hybrid Preferred Securities shall not be treated as capital stock of the Borrower for purposes of this Section.Thrifty make their Distribution;