Common use of Restricted Payments Clause in Contracts

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: , (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Borrower’s or any of its Restricted Subsidiaries' ’ Equity Interests (includingInterests, without limitation, including any payment dividend or distribution payable in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (consolidation, other than (Ax) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Borrower, or (By) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Wholly-Owned Restricted Subsidiary, the Company Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Borrower, including in connection with any merger or consolidation; (iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness that is subordinated to other than the Notes except a payment of interest payment, redemption, repurchase, defeasance, acquisition or principal at Stated Maturityretirement of: (x) Indebtedness permitted under Section 7.02(b)(7); or (ivy) make any Restricted Investment Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of payment, redemption, repurchase, defeasance, acquisition or retirement (all such payments and other actions set forth in clauses (i) through (iviii) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Paymentexcept as follows:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Subsidiary's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any Restricted Subsidiary) or to the any direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company or (Bb) dividends to the Company or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Subsidiary of the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any of its Restricted Subsidiaries or any direct or indirect parent of the CompanyCompany (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company or Permitted Investments); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Restricted Subsidiary that is subordinated to the Notes or any guarantee of the Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (ia) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders Holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a any Restricted Subsidiary so long as, in of the case of any dividend Company or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (iib) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent Restricted Subsidiary of the CompanyCompany held by any Person (other than the Company or any of its Wholly Owned Restricted Subsidiaries); (iiic) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Note Guarantees, except a payment of interest or principal and premium, if any, at the Stated MaturityMaturity thereof; or (ivd) make any Restricted Investment (all such payments and other actions set forth in these clauses (ia) through (ivd) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: , (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or on account of any Qualified Subsidiary Stock or make any payment or distribution (other than compensation paid to, or reimbursement of expenses of, employees in the ordinary course of business) to or for the benefit of the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests or the direct or indirect holders of any Qualified Subsidiary Stock in their capacity capacities as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share additional shares of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesQualified Subsidiary Stock); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the CompanyCompany (other than any such Equity Interests owned by the Company or any of its Restricted Subsidiaries); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; (iv) forgive any loan or advance to or other obligation of any Affiliate of the Company (other than a loan or advance to or other obligations of a Wholly Owned Restricted Subsidiary of the Company) which at the time it was made was not a Restricted Payment; or (ivv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (ivv) above being collectively referred to as "Restricted Payments"), unless, at the time of and immediately after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (ia) declare Declare or pay any dividend or make any other payment or distribution on account of the Company's Borrower’s, or any of its Restricted Subsidiaries' Equity Interests Subsidiary’s, Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyBorrower or any Restricted Subsidiary) or to the direct or indirect holders of the Company's Borrower’s or any of its Restricted Subsidiaries' Equity Interests Subsidiary’s Capital Stock in their capacity as such (other than (A) dividends or distributions (i) payable in Equity Interests Capital Stock (other than Disqualified Stock) of the Company Borrower or (Bii) dividends or distributions by payable to the Borrower and/or a Restricted Subsidiary so long asof the Borrower or payable from a Foreign Subsidiary to another Foreign Subsidiary), in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (iib) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the CompanyBorrower) any Equity Interests Capital Stock of the Company or any direct or indirect parent of the Company; Borrower, (iiic) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Subordinated Indebtedness, except a payment of interest or principal at the Stated Maturity; Maturity thereof or a payment of principal or interest on Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, or (ivd) make any Restricted Investment (all such payments and other actions set forth in these clauses (ia) through (ivd) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment; provided that:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); , (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or any Restricted Subsidiary of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company; ), (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, including the Senior Subordinated Notes, except a payment of interest or principal at the Stated Maturity; Maturity thereof, or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's Company or any of its Restricted Subsidiaries' Equity Interests in their capacity as such ) (other than (A) dividends or distributions payable in Equity Interests of the Company (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company, a Wholly Owned Restricted Subsidiary or any Guarantor); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Note Guarantees, except payments of interest or a payment of interest or principal at Stated MaturityMaturity (other than Indebtedness permitted under clause (vi) of the second paragraph of Section 4.09 hereof); or (iv) make any Restricted Investment Investment, (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Company), provided that each Restricted Subsidiary so long as, in of the case Company will be permitted to declare and pay dividends to the holders of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned such Restricted Subsidiary, the Company or 's common Equity Interests on a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)basis; (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, any Restricted Subsidiary of the Company or any direct Affiliate of the Company (other than any such Equity Interests owned by the Company or indirect parent any Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, any Indebtedness that is subordinated to the Notes Senior Notes, except (x) a payment of interest or principal at Stated MaturityMaturity or (y) pursuant to a change of control provision applicable to such subordinated Indebtedness, provided that the Company has complied with the terms of Section 4.15 hereof and has paid, or has made adequate provision in the reasonable judgment of the Board of Directors for the payment of, the Senior Notes that have been or may be tendered in response to a Change of Control Offer; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (such, in each case other than (A) dividends or distributions payable declared or paid in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends declared or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, paid to the Company or a any of its Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)Subsidiaries; (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or (other than any direct or indirect parent such Equity Interests owned by a Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or to purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at its Stated Maturity; or (iv) make any Restricted Investment other than a Permitted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiaries, to, directly or indirectly: , (ia) declare or pay any dividend or make any other payment or distribution on account of any Equity Interests of the Company's Company or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted payable to any Wholly Owned Subsidiary so long as, in of the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary Company (other than a Wholly Owned Restricted SubsidiaryUnrestricted Subsidiaries of the Company), the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (iib) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any outstanding Equity Interests of EchoStar, any of its Subsidiaries or any other Affiliate of EchoStar, other than any such Equity Interests owned by the Company or any direct or indirect parent of its Wholly Owned Subsidiaries (other than Unrestricted Subsidiaries of the Company; ), (iiic) make any payment on or with respect to, or voluntarily purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is expressly subordinated in right of payment to the Notes Notes, except a payment of interest in accordance with the scheduled mandatory redemption or principal at Stated Maturity; repayment provisions set forth in the original documentation governing such Indebtedness or (ivd) make any Restricted Investment (all such prohibited payments and other actions set forth in clauses (ia) through (ivd) above being collectively referred to as "Restricted PaymentsRESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the any direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company or (Bb) dividends to the Company or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Subsidiary of the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)Company; (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Restricted Subsidiary that is subordinated to the Notes or any Note Guarantee, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by 45 the Company or any Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution of any kind or character on account of the Company's Equity Interests of the Company or any of its Restricted Subsidiaries' Equity Interests Subsidiaries (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Subsidiaries) or to the direct or indirect holders of the Company's Equity Interests of the Company or any of its Restricted Subsidiaries' Equity Interests Subsidiaries in their capacity as such such, except (other than (Aa) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Company or (Bb) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted any Wholly-Owned Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)the Company; (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, any Subsidiary of the Company or any direct or indirect parent of the Company, except any such Equity Interests owned by the Company or any Wholly-Owned Subsidiary of the Company; (iii) make any principal payment on or with respect toon, or purchase, redeem, defease or otherwise acquire or retire for value value, any Indebtedness that is subordinated to the Notes except a payment prior to the Stated Maturity of interest or principal at Stated Maturitysuch Indebtedness; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, and cash in lieu of fractional interests not to exceed 1% of the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class distributed or series of securitiespaid); (ii) other than pursuant to a Parent Company Merger, purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company (other than any such Equity Interests owned by the Company or any direct of its Restricted Subsidiaries) or indirect parent any Affiliate of the CompanyCompany (other than any of its Restricted Subsidiaries); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated in right of payment to the Notes except a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: , (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or on account of any Qualified Subsidiary Stock or make any payment or distribution (other than compensation paid to, or reimbursement of expenses of, employees in the ordinary course of business) to or for the benefit of the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests or the direct or indirect holders of any Qualified Subsidiary Stock in their capacity capacities as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share additional shares of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesQualified Subsidiary Stock); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the CompanyCompany (other than any such Equity Interests owned by the Company or any of its Restricted Subsidiaries); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; (iv) forgive any loan or advance to or other obligation of any Affiliate of the Company (other than a loan or advance to or other obligations of a Wholly Owned Restricted Subsidiary of the Company) which at the time it was made was not a Restricted Payment; or (ivv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (ivv) above being collectively referred to as "Restricted Payments"), unless, at the time of and immediately after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (ia) declare Declare or pay any dividend dividends (other than dividends payable solely in capital stock) on account of, or make any other payment distribution or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with respect of, or redeem, retire or purchase any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect shares of any class of capital stock of the Borrower or series of securities issued by any Subsidiary now or hereafter outstanding (each, a “Restricted Subsidiary other than a Wholly Owned Payment”), except (i) for Restricted Subsidiary, Payments made to the Company Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); any Guarantor (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with Restricted Payments made by any merger or consolidation involving the Company) any Equity Interests Subsidiary of the Company or Borrower that is not a Guarantor to any direct or indirect parent of the Company; other Subsidiary that is not a Guarantor, (iii) make any payment on so long as no Event of Default exists or with respect towould result therefrom, for the making of Restricted Payments solely in the form of equity securities that do not constitute Indebtedness and (iii) for Restricted Payments consisting of the repurchase of equity securities pursuant to the terms of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or consultant stock option plans, or similar plans, provided such repurchases do not exceed Three Hundred and Fifty Thousand Dollars ($350,000.00) in the aggregate per fiscal year, (b) purchase, redeem, defease or otherwise acquire prepay any principal of, premium, if any, interest or retire for value other amount payable in respect of any Indebtedness that is subordinated Indebtedness, other than (subject to the Notes except a payment of interest or principal at Stated Maturity; terms hereof) with respect to the Obligations prior to its scheduled due date, unless being replaced with Permitted Indebtedness, or (ivc) make be a party to or bound by an agreement that restricts a Subsidiary from paying dividends or otherwise distributing property to any Restricted Investment Loan Party (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"than this Agreement), unless, at the time of and after giving effect to such Restricted Payment:.

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Equity Interests of the Company or any of its Restricted Subsidiaries' Equity Interests Subsidiaries (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's Equity Interests of the Company or any of its Restricted Subsidiaries' Equity Interests Subsidiaries in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) Company, dividends or distributions payable to the Company or any Restricted Subsidiary of the Company (other than a Receivables Subsidiary) or dividends or distributions made by a Restricted Subsidiary so long as, in of the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary Company (other than a Wholly Owned Restricted Receivables Subsidiary, the Company or ) to all holders of its common stock on a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesbasis); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, any Restricted Subsidiary of the Company or any direct or indirect parent of the Company, (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company (other than a Receivables Subsidiary)); (iii) make any payment on or with in respect toof, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is pari passu with or subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; Maturity or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: , (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Borrower’s or any of its Restricted Subsidiaries' Subsidiary’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyBorrower or any Restricted Subsidiary) or to the any direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Borrower’s Equity Interests in their capacity as such (other than (A) dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company Borrower or (Bb) dividends to the Borrower or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Subsidiary of the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesBorrower); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyBorrower) any Equity Interests of the Company Borrower or any of its Restricted Subsidiaries or any direct or indirect parent of the CompanyBorrower (other than any such Equity Interests owned by the Borrower or any Restricted Subsidiary of the Borrower or Permitted Investments); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Borrower or any Restricted Subsidiary that is subordinated to the Notes Obligations or any guarantee of the Obligations, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' ’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' ’s Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, and cash in lieu of fractional interests not to exceed 1% of the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class distributed or series of securitiespaid); (ii) other than pursuant to a Parent Company Merger, purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company (other than any such Equity Interests owned by the Company or any direct of its Restricted Subsidiaries) or indirect parent any Affiliate of the CompanyCompany (other than any of its Restricted Subsidiaries); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated in right of payment to the Notes except a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Each of the Issuers shall not, and shall not permit any of its their respective Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Issuers' or any of its their respective Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyIssuers (other than cash in lieu of fractional shares)) or to the direct or indirect holders of the Company's Issuers' or any of its their respective Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable (a) in additional Equity Interests (other than Disqualified Stock) of the Company Issuers or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend a dividend, other payment or distribution payable on or in respect account of any class or series the Equity Interest of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a ) of such Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class (b) to the Issuers or series of securitiestheir Restricted Subsidiaries); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the CompanyIssuers) any Equity Interests of the Company Issuers or any direct or indirect parent of the CompanyIssuers; (iii) make any Investment in any Unrestricted Subsidiary; (iv) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness (other than the Notes) that is pari passu with or subordinated to the Notes or the Note Guarantees, except a payment of interest or principal at Stated Maturity; or (ivv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (ivv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or other payments or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or other payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a any Wholly-Owned Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)the Company; (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, any payment in connection with any merger or consolidation involving the Company) any Equity Interests of the Company (other than any such Equity Interests owned by any Wholly-Owned Restricted Subsidiary of the Company) or any direct or indirect parent of the Company; (iii) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Guarantee (other than intercompany Indebtedness payable to the Company or a Restricted Subsidiary by any Restricted Subsidiary), except a payment of interest or principal at Stated Maturityits stated maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other similar payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or other distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company (other than any such Equity Interests owned by the Company or any direct or indirect parent Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any distribution, dividend or payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) except for dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, any Restricted Subsidiary of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except a the scheduled payment of interest and Liquidated Damages, if any, or principal and premium, if any, at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Lessee shall not, not and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: indirectly (i) declare or pay any dividend or make any other payment or distribution on account of the CompanyLessee's or any of its Restricted Subsidiaries' Subsidiary's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (Ax) dividends or distributions payable in Equity Interests (other than Disqualified StockInterests) of the Company or Lessee, (By) dividends or distributions by payable to Lessee or a Restricted Wholly-Owned Subsidiary so long as, in the case of Lessee that is a Guarantor or (z) distributions or dividends payable pro rata to all holders of Capital Interests of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted such Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease call or otherwise acquire or retire for value any Indebtedness Equity Interests of Lessee or any Subsidiary or other Affiliate of Lessee (other than, subject to compliance with Section 5.37, any such Equity Interests owned by a Wholly-Owned Subsidiary of Lessee that is subordinated to the Notes except a payment of interest or principal at Stated MaturityGuarantor); (iii) make any investment other than a Permitted Lessee Investment; or (iv) make any Restricted Investment prepay, purchase, redeem, retire, defease or refinance the 1998 Fixed Rate Senior Notes (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unlessexcept to the extent that, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: , (i) declare or pay any dividend or make any other payment or distribution on account of the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any such payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' ’s Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct of its Restricted Subsidiaries (other than any such Equity Interests owned by the Company or indirect parent any Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, any Indebtedness that is subordinated in right of payment to the Notes or the Subsidiary Guarantees, as the case may be, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or any Wholly Owned Subsidiary of the Company that is a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesGuarantor); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the CompanyCompany or other Affiliate or Subsidiary of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Subsidiary of the Company that is a Subsidiary Guarantor); (iii) make any principal payment on or with respect toon, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is contractually subordinated to the Notes or any Subsidiary Guarantee, except a payment at final maturity, other than through the purchase or acquisition by the Company of interest or principal at Stated MaturityIndebtedness through the issuance in exchange therefor of Equity Interests (other than Disqualified Stock); or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted PaymentsRESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: , (ia) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in payable to the case of Company or any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Subsidiary of the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (iib) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, any of its Restricted Subsidiaries or any other Affiliate of the Company (other than any such Equity Interests owned by the Company or any direct or indirect parent Restricted Subsidiary of the Company); (iiic) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, any Indebtedness of the Company that is subordinated in right of payment to the Notes Notes, except a payment in accordance with the mandatory redemption or repayment provisions set forth in the original documentation governing such Indebtedness (but not pursuant to any mandatory offer to repurchase upon the occurrence of interest or principal at Stated Maturityany event); or (ivd) make any Restricted Investment (all such payments and other actions set forth in clauses (ia) through (ivd) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Subsidiary's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any Restricted Subsidiary) or to the any direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company or (Bb) dividends to the Company or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Subsidiary of the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any of its Restricted Subsidiaries or any direct or indirect parent of the CompanyCompany (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company or Permitted Investments); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Restricted Subsidiary that is subordinated to the Notes or any guarantee of the Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:collectively

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is pari passu with or subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (ia) declare or pay any dividend distribution or make any other payment or distribution on account of the Company's Partnership’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's Partnership or any of its Restricted Subsidiaries' Equity Interests in their capacity as such ) (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Partnership or (B) dividends or distributions by a Restricted Subsidiary so long as, in payable to the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company Partnership or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Partnership); (iib) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyPartnership) any Equity Interests of the Company Partnership or any direct or indirect parent of the CompanyPartnership; (iiic) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is pari passu with or subordinated to the Notes Notes, except (i) a payment of interest, including, in respect of the Notes, in the form of additional Notes to the extent permitted pursuant to the terms of this Indenture and the Notes, or principal at the Stated Maturity thereof and (ii) a payment at any time of interest or principal at Stated Maturityon Indebtedness permitted by clause (h) of the second paragraph of Section 4.09 hereof; or (ivd) make any Restricted Investment (all such payments and other actions set forth in clauses (ia) through (ivd) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend on, or make any other payment or distribution on account of of, the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests in their capacity as such (other than (A) dividends or distributions payable (A) in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesSubsidiary); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the CompanyCompany (other than any such Equity Interests owned by the Company or any of its Restricted Subsidiaries); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except the payment, purchase, redemption, defeasance or other acquisition or retirement purchased in anticipation of satisfying a payment sinking fund obligation, principal installment or final maturity, in each case due within one year of interest the date of such payment, purchase, redemption, defeasance or principal at Stated Maturityother acquisition or retirement for value; or (iv) make any Restricted Investment (all such payments and other actions set forth in the clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the CompanyCompany or other Affiliate of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any guarantee thereof, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's Company or any of its Restricted Subsidiaries' Equity Interests in their capacity as such ) (other than (A) dividends or distributions payable in Equity Interests of the Company (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company, a Wholly Owned Restricted Subsidiary or any Guarantor); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Subordinated Indebtedness, except payments of interest or a payment of principal at Stated Maturity (other than (a) Indebtedness permitted under clause (vi) of the second paragraph of Section 4.09 hereof and (b) payments made of interest or principal at Stated Maturitymade by incurring Indebtedness permitted to be incurred pursuant to clauses (xviii) and (xix) of the second paragraph of Section 4.09 hereof); or (iv) make any Restricted Investment Investment, (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified StockInterests) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Wholly-Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted PaymentsRESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Issuers shall not, and shall not permit any of its their Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Issuers' or any of its their Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyIssuers or any of their Restricted Subsidiaries) or to the direct or indirect holders of the Company's Issuers' or any of its their Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Issuers or (B) dividends or distributions by a Restricted Subsidiary so long as, in to the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company Issuers or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Issuers); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyIssuers) any Equity Interests of the Company Issuers or any direct or indirect parent of the CompanyIssuers; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any such payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a any of its Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesSubsidiaries); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, any such payment in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. (a) The Company shall Authority will not, and shall the Authority will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to: (i) declare or pay any dividend or make any other payment on or distribution on account with respect to any of the Company's Authority’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)Interests; (ii) purchase, redeem redeem, defease or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Interest in the Authority or any Subsidiary or Affiliate of the Company or any direct or indirect parent of the CompanyAuthority; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness, other than the purchase, repurchase or other acquisition of Subordinated Indebtedness that is subordinated to in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case within one year of the Notes except Stated Maturity thereof and other than a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any payment or distribution to the Tribe (or any agency, instrumentality or political subunit or Subsidiary (other than the Authority and its Subsidiaries) thereof) or make any general distribution to the members of the Tribe; or (v) make any Restricted Investment Investment; other than, in each case, Government Service Payments (all such payments and other actions set forth in clauses (i) through (ivv) above being of this Section 10.2(a) (exclusive of Government Service Payments) are collectively referred to as "“Restricted Payments"), ”) unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a any Restricted Subsidiary receives at least of the Company that is a Subsidiary Guarantor) on account of the Company's or any of its pro rata share of such dividend or distribution in accordance with its Restricted Subsidiaries' Equity Interests (including in such class connection with a merger or series of securitiesconsolidation); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any outstanding Equity Interests of the Company or any direct or indirect parent Affiliate of the CompanyCompany (other than any such Equity Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the Company that is a Subsidiary Guarantor); (iii) make any principal payment on or with respect toon, or purchase, redeem, defease or otherwise acquire or retire for value value, prior to any scheduled principal payment, any sinking fund date or its scheduled maturity date, any Indebtedness that is subordinated to the Notes except a payment of interest or principal at Stated Maturitythe Subsidiary Guarantees; or (iv) make any Restricted Investment or (v) make any payment pursuant to the BRS Management Agreement (all such payments and other actions set forth in clauses (i) through (ivv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a any Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company); (iii) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Subordinated Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend on, or make any other payment or distribution on account of of, the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests in their capacity as such (other than (A) dividends or distributions payable (A) in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the CompanyCompany (other than any such Equity Interests owned by the Company or any of its Restricted Subsidiaries); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except the payment, purchase, redemption, defeasance or other acquisition or retirement purchased in anticipation of satisfying a payment sinking fund obligation, principal installment or final maturity, in each case due within one year of interest the date of such payment, purchase, redemption, defeasance or principal at Stated Maturityother acquisition or retirement for value; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The From and after the date hereof the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any such dividend, distribution or other payment made as a payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's Company or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (), other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted any Wholly Owned Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)the Company; (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, any such purchase, redemption or other acquisition or retirement for value made as a payment in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct Restricted Subsidiary (other than any such Equity Interests owned by the Company or indirect parent any Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or a payment of principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and immediately after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend on, or make any other payment or distribution on account of of, the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests in their capacity as such (other than (A) dividends or distributions payable in (A) Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the CompanyCompany (other than such Equity Interests owned by the Company or any of its Restricted Subsidiaries); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of any Equity Interests of the Company's Company or any of its Restricted Subsidiaries' Equity Interests Subsidiaries (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of any Equity Interests of the Company's Company or any of its Restricted Subsidiaries' Equity Interests Subsidiaries in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any of the Guarantors that is contractually subordinated to the Notes or the Subsidiary Guarantees, except a payment of interest principal within six months of or principal at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and immediately after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment including in connection with any merger or consolidation involving the Companyconsolidation) or to the direct or indirect holders on account of any Equity Interests of the Company's Company or any of its Restricted Subsidiaries' Equity Interests in their capacity as such Subsidiaries (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in payable to the case of Company or any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Subsidiary of the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, any of its Restricted Subsidiaries or any other Affiliate of the Company (other than any such Equity Interests owned by the Company or any direct or indirect parent Wholly Owned Restricted Subsidiary of the Company); (iii) make any principal payment on or with respect toon, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated in right of payment to the Notes or a Subsidiary Guarantee, except a payment at the original final maturity thereof or in accordance with the scheduled mandatory redemption or repayment provisions set forth in the original documentation governing such Indebtedness (but not pursuant to any mandatory offer to repurchase upon the occurrence of interest or principal at Stated Maturityany event); or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Indebtedness, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company (a) Premier shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the CompanyPremier's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyPremier or any of its Restricted Subsidiaries) or to the direct or indirect holders of the CompanyPremier's or any of its Restricted Subsidiaries' Equity Interests in their any capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Premier or (B) dividends or distributions by a payable to Premier or any of its Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesSubsidiaries); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyPremier) any Equity Interests of the Company Premier or any direct or indirect parent of the CompanyPremier (including without limitation, any Equity Interests of Premier held by AA Capital); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Premier that is contractually subordinated to the Notes Notes, except a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in these clauses (i) through (iv) above being collectively referred to as "Restricted PaymentsRESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment:.

Restricted Payments. The Company Without the prior written consent of the Required Lenders, no Loan Party shall, nor shall not, and shall not permit any of its such Loan Parties’ Subsidiaries (other than Affiliated Entities) (each of the following, a “Restricted Subsidiaries toPayment”), directly or indirectly: (i) declare or pay any dividend dividends or make any other payment or distribution distributions on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)Securities; (ii) purchase, redeem or otherwise acquire or retire for value (including without limitationredeem, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeemretire, defease or otherwise acquire or retire for value any Indebtedness that is subordinated of its Equity Securities; (iii) return any capital to the Notes except a payment any holder of interest or principal at Stated Maturityits Equity Securities as such; or (iv) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or (v) set apart any sum for any such purpose; provided, however, that (A) Borrower may declare dividends payable solely in common stock, (B) any Subsidiary may make Restricted Investment Payments to the Borrower or any Guarantor that is its respective parent entity; and any Subsidiary that is not a Loan Party may make Restricted Payments to any other Subsidiary that is not a Loan Party, and (all such payments and other actions set forth C) with respect to the restrictions described in clauses subclause (ii) above, with respect to Borrower, repurchases pursuant to the terms of employee stock purchase plans, employee restricted stock agreements or similar arrangements either (i) through by the cancellation of Indebtedness or (ivii) above being collectively referred in an aggregate amount not to as "Restricted Payments"exceed One Hundred Thousand Dollars ($100,000), unless, at the time of and after giving effect to such Restricted Payment:).

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: , (ia) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in payable to the case of Company or any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Subsidiary of the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (iib) purchase, redeem redeem, retire or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct of its Restricted Subsidiaries (other than any such Equity Interests owned by the Company or indirect parent any Restricted Subsidiary of the Company); (iiic) make any principal payment on or with respect to, or purchase, redeem, defease defease, retire or otherwise acquire or retire for value value, any Indebtedness of the Company that is subordinated in right of payment to the Notes Notes, except a payment of interest in accordance with the mandatory redemption or principal at Stated Maturityrepayment provisions set forth in the original documentation governing such Indebtedness; or (ivd) make any Restricted Investment (all such payments and other actions set forth in clauses (ia) through (ivd) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment. The foregoing provisions will not prohibit:

Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in these clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Subsidiary" Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any Restricted Subsidiary) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Subsidiary" Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) and other than dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesSubsidiary); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or of any direct or indirect parent of the CompanyCompany (other than any such Equity Interests owned by the Company or a Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated MaturityMaturity thereof (except for payments into a trust within one year of the stated maturity of any such Subordinated Indebtedness which payments effect a defeasance or discharge of such Indebtedness); or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. (a) The Company shall Authority will not, and shall the Authority will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to: (i) declare or pay any dividend or make any other payment on or distribution on account with respect to any of the Company's Authority’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)Interests; (ii) purchase, redeem redeem, defease or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Interest in the Authority or any Subsidiary or Affiliate of the Company or any direct or indirect parent of the CompanyAuthority; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness, other than the purchase, repurchase or other acquisition of Subordinated Indebtedness that is subordinated to in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case within one year of the Notes except Stated Maturity thereof and other than a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any payment or distribution to the Tribe (or any agency, instrumentality or political subunit or Subsidiary (other than the Authority and its Subsidiaries) thereof) or make any general distribution to the members of the Tribe; or (v) make any Restricted Investment Investment; other than, in each case, Government Service Payments (all such payments and other actions set forth in clauses (i) through (ivv) above being of this Section 4.07(a) (exclusive of Government Service Payments) are collectively referred to as "“Restricted Payments"), ”) unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes (other than Notes), except a payment of interest or principal at Stated MaturityMaturity and reasonable fees and expenses incurred in connection therewith; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall notNo Loan Party shall, and no Loan Party shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (ia) declare or pay any dividend dividends or make any other distribution or payment or distribution on account of the Company's or redeem, retire, defease or purchase any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger Stock or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such Stock Equivalent (other than (Ai) the payment of dividends to Borrower, (ii) the payment or accretion of dividends or distributions payable solely in Equity Interests such Loan Party’s Stock or Stock Equivalents (other than Disqualified which shall, for avoidance of doubt, include non-cash accretion pursuant to the Company’s Series A Preferred Stock) , (iii) the issuance of Stock upon the Company exercise or conversion of Stock Equivalents, and (Biv) dividends or distributions by a Restricted Subsidiary so long asas no Default or Event of Default is then continuing or would result therefrom, the repurchase of Borrower’s Stock and Stock Equivalents from current or former officers, employees or directors (or their permitted transferees or estates) upon their death, disability or termination of employment in the case of an aggregate amount not to exceed $100,000 in any dividend fiscal year), (b) purchase, redeem, defease or distribution prepay any principal of, premium, if any, interest or other amount payable on or in respect of any class or series of securities issued by a Restricted Subsidiary Indebtedness (other than a Wholly Owned Restricted Subsidiarywith respect to the Obligations as described in Section 2.5) prior to its scheduled maturity, the Company (c) purchase or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect toto any Subordinated Indebtedness, except as expressly permitted by the applicable Subordination Agreement, (d) pay any management, consulting or purchase, redeem, defease similar fees to any Affiliate or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes except Material Stockholder of a payment of interest or principal at Stated Maturity; or Loan Party (iv) make any Restricted Investment (all such payments and other actions set forth in clauses than (i) through director’s fees and reimbursement of actual out of pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $300,000 in any fiscal year, (ivii) above being collectively referred bona fide consulting fees on arm’s-length terms paid to as "Restricted Payments"such Affiliates or Material Stockholders for actual services rendered to the Loan Parties in the ordinary course of business in an aggregate amount not to exceed $50,000 in any fiscal year or (iii) ordinary course employee compensation paid to any officer of such Loan Party), unless, at the time or (e) be a party to or bound by an agreement that restricts a Loan Party or any Subsidiary of and after giving effect a Loan Party from paying dividends or otherwise making any payments or distributions to such Restricted Payment:any Loan Party.

Restricted Payments. The From and after the date hereof the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any such dividend, distribution or other payment made as a payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (), other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted any Wholly Owned Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)the Company; (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, any such purchase, redemption or other acquisition or retirement for value made as a payment in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct Restricted Subsidiary (other than any such Equity Interests owned by the Company or indirect parent any Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and immediately after giving effect to such Restricted Payment:

Restricted Payments. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Issuer or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyIssuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's Issuer or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Issuer or (B) dividends or distributions by a Restricted Subsidiary so long as, in to the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Issuer); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyIssuer) any Equity Interests of the Company Issuer or any direct or indirect parent of the CompanyIssuer; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly: (i) declare or pay , any dividend or make on any other payment or distribution on account of the Company's or any class of its Restricted Subsidiaries' Equity Interests (includingstock, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect toaccount of, or set apart assets for a sinking or other analogous fund for, the purchase, redeemredemption, defease retirement, defeasance or otherwise acquire other acquisition of, any shares of common stock or retire for value any Indebtedness that is subordinated to the Notes Obligations of the Borrower or any options, warrants, or other rights to purchase such common stock or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses for (i) through dividends payable by the Borrower solely in shares of any class of its common stock, (ivii) above being collectively referred Restricted Payments made by any Subsidiary ratably to as "Restricted Payments")the Borrower, unlessany other Subsidiaries of the Borrower and any other minority shareholders of a Subsidiary of Borrower and (iii) cash redemptions of the common stock of the Borrower; provided, that (a) no Default or Event of Default has occurred and is continuing at the time such dividend is paid or redemption is made, and (b) no more than $20,000,000 in the aggregate is paid for redemption of stock during the term hereof. Notwithstanding any provisions in this Section to the contrary, the Borrower will not, and after giving effect will not permit its Subsidiaries to, make a Restricted Payment to such a Restricted Payment:Subsidiary.

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted any Wholly Owned Subsidiary receives at least its pro rata share of such dividend the Company or distribution dividends payable in preferred stock in accordance with its the TPG Investment Agreement as in effect on the closing date); or make any payment (other than in Equity Interests (other than Disqualified Stock)) in such class connection with any settlement or series resolution of securitiesany Non-Insurance Litigation involving the Company or any of its Restricted Subsidiaries (excluding Qualified Insurance Payments); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct Restricted Subsidiary of the Company (other than any such Equity Interests owned by the Company or indirect parent any Restricted Subsidiary of the Company); (iii) make any payment on or with respect toprepay, or purchase, redeem, defease or otherwise acquire or retire for value prior to its stated maturity any Indebtedness that is subordinated to the Notes except a payment of interest or principal at Stated MaturitySenior Notes; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (such, in each case other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends declared or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, paid to the Company or a any of its Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)Subsidiaries; (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or (other than any direct or indirect parent such Equity Interests owned by a Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or to purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at its Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly: , at any time after the Effective Date, (ia) declare or pay any dividend or make any other payment or distribution on account of the Company's or any in respect of its Restricted Subsidiaries' Equity Interests (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's Borrower or any of its Restricted Subsidiaries' ) except (i) to the extent dividends or distributions are payable in the Equity Interests in their capacity as such of the Borrower and, (other than (Aii) dividends or distributions payable in by any Restricted Subsidiary of the Borrower to the Borrower or any Restricted Subsidiary or any other Person owning such Equity Interests and (other than Disqualified Stockiii) of the Company NBCU Dividend or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (iib) purchase, redeem redeem, retire or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company Borrower or any direct or indirect parent of the Company; (iii) make any payment on Borrower held by Persons other than the Borrower or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated a Restricted Subsidiary except to the Notes except a payment extent the consideration therefor consists of interest Equity Interests of the Borrower; provided, however, that, notwithstanding the foregoing, the Borrower shall be permitted to make cash dividends or principal at Stated Maturity; or (iv) make distributions to any Restricted Investment (all such payments and other actions set forth Borrower’s Parent in clauses amounts equal to (i) through the amounts required by any Borrower’s Parent to pay any federal, state or local income taxes to the extent that such income taxes are attributable to the income of the Borrower and its Subsidiaries and (ivii) above being collectively referred in any fiscal year of the Borrower, up to $15,000,000 in the aggregate as "Restricted Payments")required by Newco or any other holding company of the Borrower to pay franchise taxes and other fees, unless, at taxes and expenses and other corporate overhead costs and expenses incurred in the time ordinary course of and after giving effect business or required to such Restricted Payment:maintain its legal existence.

Restricted Payments. The Company Grove Investors shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Grove Investors' or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyGrove Investors or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's Grove Investors' or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Grove Investors or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company to Grove Investors or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesGrove Investors); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyIssuers) any Equity Interests of the Company Grove Investors (other than Equity Interests owned by Grove Investors or any Restricted Subsidiary of Grove Investors) or any direct or indirect parent of the CompanyGrove Investors; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Debentures (other than any subordinated indebtedness held by Grove Investors), except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted PaymentsRESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The From and after the date hereof the Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any such dividend, distribution or other payment made as a payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (), other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted any Wholly Owned Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)the Company; (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, any such purchase, redemption or other acquisition or retirement for value made as a payment in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct Restricted Subsidiary (other than any such Equity Interests owned by the Company or indirect parent any Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or a payment of principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and immediately after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent other Affiliate of the CompanyCompany (other than any such Equity Interests owned by the Company or any Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Seven Seas shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Seven Seas' or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanySeven Seas) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Seven Seas or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of payable to Seven Seas or any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)Seven Seas; (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company Seven Seas or any direct Restricted Subsidiary of Seven Seas (other than any such Equity Interests owned by Seven Seas or indirect parent any Wholly Owned Subsidiary of the CompanySeven Seas); (iii) make any payment on or with respect toprepay, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated in right of payment to the Notes or any Subsidiary Guarantee, as applicable, except a payment in accordance with the scheduled mandatory redemption or repayment provisions set forth in the original documentation governing such Indebtedness (but not pursuant to any mandatory offer to repurchase upon the occurrence of interest or principal at Stated Maturityany event); or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (a) (i) declare Declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Company's Parent’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyParent or any of its Subsidiaries) or to the direct or indirect holders of the Company's Parent’s or any of its Restricted Subsidiaries' ’ Equity Interests in their capacity as such (other than (A) dividends dividends, payments or distributions (x) payable in Equity Interests (other than Disqualified StockEquity Interests) of the Company Parent or (By) dividends or distributions by a Restricted Subsidiary so long as, in to the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company Parent or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Parent); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyParent or any of its Subsidiaries) any Equity Interests of the Company Parent or any direct Subsidiary thereof held by Persons other than the Parent or indirect parent any of the Companyits Subsidiaries; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, any Indebtedness that is subordinated to the Notes Loans or any Guaranty (“Subordinated Debt”), except (A) a payment of interest or principal at the Stated MaturityMaturity thereof or (B) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at except for the time of and after giving effect to such Restricted Paymentfollowing:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Pari Passu Indebtedness that is subordinated to the (other than Notes or Indebtedness under Credit Facilities), except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the CompanyBorrower's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyBorrower or any of its Restricted Subsidiaries) or to the direct or indirect holders of the CompanyBorrower's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Borrower or (B) dividends or distributions by a Restricted Subsidiary so long as, in to the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Borrower); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyBorrower) any Equity Interests of the Company Borrower or any direct or indirect parent of the CompanyBorrower (other than any such Equity Interests owned by the Borrower or any Restricted Subsidiary of the Borrower); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Term Notes, except a payment of interest or the payment of principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above above, including those occurring since the date of the May 1999 Senior Discount Note Indenture, being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: , (i) declare or pay any dividend or make any other payment or distribution on account of the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, in each case, prior to its scheduled maturity date or due date, any Indebtedness that is subordinated to the Notes a Subordinated Obligation, except (a) a mandatory sinking fund payment or a payment of interest (other than scheduled interest payments) or principal at that is paid within one year prior to the Stated Maturity; Maturity of such Subordinated Obligation or (b) Indebtedness permitted under clause (vi) of the second paragraph of Section 4.09 hereof or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a any Restricted Subsidiary receives at least its pro rata share of such dividend that is a Subsidiary Guarantor or distribution in accordance with its Equity Interests in such class or series of securitiesto SPTL); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, limitation in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the CompanyCompany or other Affiliate of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company that is a Subsidiary Guarantor or by SPTL); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes (other than Notes), except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the any direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Subsidiaries Equity Interests in their capacity as such (other than (A) dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company, (b) to the Company or any Wholly Owned Restricted Subsidiary of the Company or (Bc) dividends or distributions paid by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share to the holders of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiescommon stock); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, redeem defease or otherwise acquire or retire for value any Indebtedness of the Company or any Restricted Subsidiary that is subordinated to the Notes or any Guarantee thereof, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any such dividend, distribution or other payment made in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's Company or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (), other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted any Wholly Owned Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)the Company; (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, any such purchase, redemption, or other acquisition or retirement for value made as a payment in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct Restricted Subsidiary (other than any such Equity Interests owned by the Company or indirect parent any Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or a payment of principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and immediately after giving effect to such Restricted Payment:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (such, in each case other than (A) dividends or distributions payable declared or paid in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends declared or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, paid to the Company or a any of its Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)50 Subsidiaries; (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or (other than any direct or indirect parent such Equity Interests owned by a Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or to purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at its Stated Maturity; or (iv) make any Restricted Investment other than a Permitted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a any Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company (other than the purchase, redemption, acquisition or retirement for value by any Restricted Subsidiary of the Company of any such Equity Interests owned by the Company or any other Restricted Subsidiary of the Company); (iii) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes except a payment of interest or principal at Stated MaturityCompany's Guarantee under this Agreement; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unlessunless such Restricted Payment is being made by a Restricted Subsidiary of the Company, and at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. (a) The Company shall Borrowers will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly: , any dividend on any class of its Equity Interests, any Earnout Obligations (other than those Earnout Obligations set forth on Schedule 7.5 and subject to the limitations in the amounts set forth therein) or any payment or prepayment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any Equity Interest, or Indebtedness subordinated in any manner to the Obligations, or any options, warrants, or other rights to purchase such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) declare or pay dividends payable by Cxxxxxxx solely in shares of any dividend or make any other payment or distribution on account of the Company's or any class of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock), (ii) of the Company Restricted Payments made by any Subsidiary to either Borrower or to another Subsidiary (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted SubsidiaryDormant Company), the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes except a payment of interest or principal at Stated Maturity; or (ivx) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unlessif, at the time of and making of a proposed Restricted Payment, the Leverage Ratio (after giving pro forma effect to such Restricted Payment:) is less than 3.00 to 1.00 but equals or exceeds 2.25 to 1.00, Cxxxxxxx may make such Restricted Payment so long as the “

Restricted Payments. The Company Cott shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the CompanyCott's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCott or any of its Restricted Subsidiaries) or to the direct or indirect holders of the CompanyCott's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Cott or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company to Cott or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCott); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyCott) any Equity Interests of the Company Cott or any direct or indirect parent of the CompanyCott; (iii) make any voluntary or optional payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes except a payment of interest or principal at Stated Maturitythe Guarantees; or (iv) make any Restricted Investment (all such payments and other actions set forth in these clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Companies shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly: (i1) declare or pay any dividend or make any other payment or distribution on account of the Company's Companies' or any of its Restricted their Subsidiaries' Equity Interests (includingInterests, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's a Company or any of its Restricted Subsidiaries' Equity Interests in their capacity as such Subsidiary (other than (A) dividends or distributions payable in Equity Interests (Interests, other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii2) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Companya Company or Subsidiary) any Equity Interests of the Company a Company, any Subsidiary or any direct or indirect parent Affiliate of the a Company; (iii3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes except a payment (other than, so long as no Event of interest Default shall have occurred and be continuing, unremedied and unwaived, any such payment, purchase, redemption, defeasance or principal at Stated Maturityother acquisition or retirement of intercompany Indebtedness exclusively between or among the Companies and their Subsidiaries); or (iv4) make any Restricted Investment Investments or (5) acquire any business or assets from, or Equity Interests of, or be a party to any acquisition of, any Person (all such payments and other actions set forth in the preceding clauses (i1) through (iv5) above being collectively referred to as "Restricted Payments"); provided, unlessthat the Companies and its Subsidiaries may make Restricted Payments if, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (a) (i) declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Company's Parent’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyParent or any of its Subsidiaries) or to the direct or indirect holders of the Company's Parent’s or any of its Restricted Subsidiaries' ’ Equity Interests in their capacity as such (other than (A) dividends dividends, payments or distributions (x) payable in Equity Interests (other than Disqualified StockEquity Interests) of the Company Parent or (By) dividends or distributions by a Restricted Subsidiary so long as, in to the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company Parent or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Parent); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyParent or any of its Subsidiaries) any Equity Interests of the Company Parent or any direct Subsidiary thereof held by Persons other than the Parent or indirect parent any of the Companyits Subsidiaries; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, any Indebtedness that is subordinated to the Notes Loans or any Guaranty (“Subordinated Debt”), except (A) a payment of interest or principal at the Stated MaturityMaturity thereof or (B) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: , (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment by the Company or its Restricted Subsidiaries in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) pro rata dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series Equity Interests of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company that is not (or 35 42 does not, as a result of such purchase, redemption or acquisition, become) a Restricted Subsidiary of the Company; (iii) make any principal payment on or with respect toon, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes (other than the Notes), except a at final maturity and in connection with any scheduled mandatory payment of interest or principal at Stated Maturity; sinking fund obligation or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted PaymentPayment on a pro forma basis:

Restricted Payments. The Company and each Restricted Subsidiary shall not, and the Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or other payments or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or other payments or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a any Wholly-Owned Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)the Company; (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, any payment in connection with any merger or consolidation involving the Company) any Equity Interests of the Company (other than any such Equity Interests owned by any Wholly-Owned Restricted Subsidiary of the Company) or any direct or indirect parent of the Company; (iii) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Senior Notes or any Subsidiary Guarantee (other than intercompany Indebtedness payable to the Company or a Restricted Subsidiary by any Restricted Subsidiary), except a payment of interest or principal at Stated Maturityits stated maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' or any of its direct or indirect parent's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted any Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or 62 any direct or indirect parent of the Company or other Affiliate or Subsidiary of the Company (other than any such Equity Interests owned by the Company); (iii) make any principal payment on or with respect toon, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to or pari passu with (unless, in the case of pari passu Indebtedness only, such purchase, redemption, defeasance, acquisition or retirement is made, or offered (if applicable), pro rata with the Notes or the Guaranty, if applicable) the Notes or any Guaranty, as applicable (and other than the Notes or the Guaranty, as applicable), except a payment of interest for any scheduled repayment or principal at Stated Maturitythe final maturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (ia) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders Holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable (1) in Equity Interests (other than Disqualified Stock) of the Company or (B2) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (iib) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iiic) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or that is subordinated to the Note Guarantees, except (1) a payment of interest or principal at the Stated Maturity; Maturity thereof and (2) a payment of interest or principal of intercompany Indebtedness permitted by clause (f) of the second paragraph of Section 4.09 hereof, or (ivd) make any Restricted Investment (all such payments and other actions set forth in clauses (ia) through (ivd) above being collectively referred to as "``Restricted Payments"''), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend on, or make any other payment or distribution on account of of, the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in (A) Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the CompanyCompany (other than such Equity Interests owned by the Company or any of its Restricted Subsidiaries); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted PaymentsRESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment:: -45-

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: , (ia) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in payable to the case of Company or any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Subsidiary of the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (iib) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company (other than any such Equity Interests owned by the Company or any direct or indirect parent Restricted Subsidiary of the Company); (iiic) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value value, any Indebtedness of the Company that is subordinated in right of payment to the Notes Notes, except a payment in accordance with the mandatory redemption or repayment provisions set forth in the original documentation governing such Indebtedness (but not pursuant to any mandatory offer to repurchase upon the occurrence of interest or principal at Stated Maturityany event); or (ivd) make any Restricted Investment (all such payments and other actions set forth in clauses (ia) through (ivd) above being collectively referred to as "Restricted PaymentsRESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the CompanyBorrower's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyBorrower or any of its Restricted Subsidiaries) or to the direct or indirect holders of the CompanyBorrower's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Borrower or (B) dividends or distributions by a Restricted Subsidiary so long as, in to the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Borrower); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyBorrower) any Equity Interests of the Company Borrower or any direct or indirect parent of the CompanyBorrower (other than any such Equity Interests owned by the Borrower or any Restricted Subsidiary of the Borrower); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Term Notes, except a payment of interest or the payment of principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above above, including those occurring prior to the date hereof, being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the CompanyIssuer's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyIssuer (other than cash in lieu of fractional shares)) or to the direct or indirect holders of the CompanyIssuer's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable (a) in additional Equity Interests (other than Disqualified Stock) of the Company Issuer or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend a dividend, other payment or distribution payable on or in respect account of any class or series the Equity Interest of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a ) of such Restricted Subsidiary receives at least or (b) to the Issuer or its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesRestricted Subsidiaries); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the CompanyIssuer) any Equity Interests of the Company Issuer or any direct or indirect parent of the CompanyIssuer; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness (other than the Notes) that is pari passu with or subordinated to the Notes or the Note Guaranties, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted any Wholly Owned Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the CompanyCompany or other Affiliate or Subsidiary of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Subsidiary of the Company that is a Subsidiary Guarantor); (iii) make any principal payment on or with respect toon, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is contractually subordinated to the Notes Notes, except a payment at final maturity, other than through the purchase or acquisition by the Company of interest or principal at Stated MaturityIndebtedness through the issuance in exchange therefor of Equity Interests (other than Disqualified Stock); or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Subsidiary's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any Restricted Subsidiary) or to the any direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company or (Bb) dividends to the Company or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Subsidiary of the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Restricted Subsidiary that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's ’s or any of its Restricted Subsidiaries' ’ Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company (other than any such Equity Interests owned by the Company or any Wholly-Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Notes, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "“Restricted Payments"”), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, not and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Equity Interests of the Company or any of its Restricted Subsidiaries' Equity Interests Subsidiary (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of Equity Interests of the Company's Company or any of its Restricted Subsidiaries' Equity Interests Subsidiary in their capacity as such (other than (A) dividends or distributions payable in Equity Interests of the Company or a Restricted Subsidiary (other than Disqualified Stock) of and other than dividends or distributions payable to the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent Subsidiary of the Company that is not a Wholly Owned Restricted Subsidiary of the Company; (iii) make any principal payment on or with respect toon, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Securities, except at final maturity or as a payment of interest mandatory or principal at Stated Maturitysinking fund repayment; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: , (ia) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in payable to the case of Company or any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, Subsidiary of the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (iib) purchase, redeem redeem, retire or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct of its Restricted Subsidiaries (other than any such Equity Interests owned by the Company or indirect parent any Restricted Subsidiary of the Company); (iiic) make any principal payment on or with respect to, or purchase, redeem, defease defease, retire or otherwise acquire or retire for value value, any Indebtedness of the Company that is subordinated in right of payment to the Notes Notes, except a payment of interest in accordance with the mandatory redemption or principal at Stated Maturityrepayment provisions set forth in the original documentation governing such Indebtedness; or (ivd) make any Restricted Investment (all such payments and other actions set forth in clauses (ia) through (ivd) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' or direct or indirect parent's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted any Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities)the Company; (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate or Subsidiary of the Company (other than any such Equity Interests owned by the Company or any Subsidiary of the Company); (iii) make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to or pari passu (unless, in the case of pari passu Indebtedness only, such purchase, redemption, defeasance, acquisition, or retirement is made, or offered (if applicable), pro rata with the Notes or the Subsidiary Guarantees, if applicable) with the Notes or any of the Subsidiary Guarantees, as applicable (and other than Notes or the Subsidiary Guarantees, as applicable), except a payment of interest for any scheduled repayment or principal at Stated Maturitythe final maturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's Equity Interests of the Company or any of its Restricted Subsidiaries' Equity Interests Subsidiaries (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Subsidiaries) or to the direct or indirect holders of the Company's Equity Interests of the Company or any of its Restricted Subsidiaries' Equity Interests Subsidiaries in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) Company, dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or any Subsidiary of the Company or dividends or distributions made by a Restricted Subsidiary receives at least of the Company to all holders of its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCommon Stock on a PRO RATA basis); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company Company, any Subsidiary of the Company, the Unrestricted Subsidiary or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Subsidiary of the Company); (iii) make any principal payment on or with respect toon, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes (other than the Notes), except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesCompany); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company or other Affiliate of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Indebtedness, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted PaymentsRESTRICTED PAYMENTS"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated MaturityMaturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall (a) Amkor will not, and shall not nor will it permit any of its Restricted Subsidiaries to, directly or indirectly: indirectly (iw) declare or pay any dividend or make any other payment or distribution on account of the CompanyAmkor's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyAmkor or any of its Restricted Subsidiaries) or to the direct or indirect holders of the CompanyAmkor's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company Amkor or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company to Amkor or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesAmkor); , (iix) purchase, redeem redeem, or otherwise acquire or retire for value (including including, without limitation, in connection with any merger or consolidation involving the CompanyAmkor) any Equity Interests of the Company Amkor or any direct or indirect parent of the Company; Amkor or any Restricted Subsidiary of Amkor (iiiother than any such Equity Interests owned by Amkor or any Restricted Subsidiary of Amkor), (y) make any payment on or with respect to, or purchase, redeem, defease defease, or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes Subordinated Debt, except a payment of interest or principal at the Stated Maturity; Maturity thereof, or (ivz) make any Restricted Investment (all such payments and other actions set forth in clauses clause (iw) through clause (ivz) above preceding being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (includingInterests, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to the direct or indirect holders of the Company's Company or any of its Restricted Subsidiaries' Equity Interests in their capacity as such Subsidiaries (other than (A) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, to the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securitiesthe Company); (ii) purchase, redeem or otherwise acquire or retire for value (including without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Indenture Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Note Guarantees, except a payment of interest or principal at Stated Maturity; or (iv) make any Restricted Investment (all such payments and other actions set forth in the preceding clauses (i) through (iv) above being collectively referred to as "Restricted Payments"); provided, unlessthat the Company and its Restricted Subsidiaries may make Restricted Investments if, at the time of and after giving effect to such Restricted PaymentInvestment: