Common use of Dividends or Other Distributions Clause in Contracts

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption date, any Public Notes (or any Permitted Refinancing Indebtedness thereof) except to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) (any of the foregoing described in clauses (i) - (iv) being hereafter referred to as a “Restricted Payment”);

Dividends or Other Distributions. (a) Neither the Borrower Company will not, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution (other than Disqualified Preferred Stock) or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (other than Disqualified Preferred Stock) and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Company other than in exchange for, or out of proceeds of, the Borrower, substantially concurrent sale (other than to an 104 Affiliate of Company) of other Capital Stock of Company or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (or any other than refinancings of such Indebtedness with the proceeds of Permitted Refinancing Indebtedness thereofand other than Intercompany Indebtedness subordinated as a result of Section 8.2(j)) except to the extent set forth and it being understood that Indebtedness shall not be deemed subordinate or junior in Section 8.11(i) priority on account of being unsecured or being secured with greater or lower priority or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, that:

Dividends or Other Distributions. (a) Neither the Borrower Company will not, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution (other than Disqualified Preferred Stock) or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (other than Disqualified Preferred Stock) and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Company other than in exchange for, or out of proceeds of, the Borrower, substantially concurrent sale (other than to an Affiliate of Company) of other Capital Stock of Company or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (or any other than refinancings of such Indebtedness with the proceeds of Permitted Refinancing Indebtedness thereofand other than Intercompany Indebtedness subordinated as a result of Section 8.2(j)) except to the extent set forth and it being understood that Indebtedness shall not be deemed subordinate or junior in Section 8.11(i) priority on account of being unsecured or being secured with greater or lower priority or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, that:

Dividends or Other Distributions. (a) A. Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption date, any Public Notes (or any Permitted Refinancing Indebtedness thereof) except to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) (any of the foregoing described in clauses (i) - (iv) being hereafter referred to as a “Restricted Payment”);

Dividends or Other Distributions. (a) Neither the Borrower Company will not, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Qualified Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the Qualified Capital Stock of the Person making such dividend or distribution, and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Company other than in exchange for, or out of proceeds of, the Borrower, substantially concurrent issuance (other than to an Affiliate of Company) of other Capital Stock of Company or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (other than with the net cash proceeds from, or any in exchange for, an incurrence of Permitted Refinancing Indebtedness thereofand other than Intercompany Indebtedness subordinated as a result of Section 8.2(j)) except to the extent set forth and it being understood that Indebtedness shall not be deemed subordinate or junior in Section 8.11(i) right of payment on account of being unsecured or being secured with greater or lower priority or (iv) make any Restricted Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, that:

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it, permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution (other than Disqualified Preferred Stock) or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (other than Disqualified Preferred Stock) and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person other than an Unrestricted Entity shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Capital Stock of such Borrower or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (or any other than refinancings of such Indebtedness with the proceeds of Permitted Refinancing Indebtedness thereof) except to the extent set forth in and other than Intercompany Indebtedness subordinated as a result of Section 8.11(i8.2(j)) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however,

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, Stock (other than (x) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (By) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), distribution; and (yz) cash distributions to members of effect the Borrower from time to time in accordance with Transactions on the terms of the Tax Sharing Agreement (“Tax Distributions”Amendment/Restatement Effective Date), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any interest or principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datedate any Indebtedness that is subordinate or junior in right of payment to the Obligations (collectively, "RESTRICTED PAYMENTS"); PROVIDED, HOWEVER, that, during such time as no Event of Default or Unmatured Event of Default has occurred or is continuing or would result therefrom, the Borrower may make the following Restricted Payments in any Public Notes Fiscal Year: (a) dividends as determined by the Board of Directors of the Borrower in its reasonable discretion and (b) such other Restricted Payments not to exceed $15,000,000 (or any Permitted Refinancing Indebtedness the Dollar Equivalent thereof) except in the aggregate; PROVIDED that the following conditions shall be satisfied in connection therewith: (i) no Event of Default or Unmatured Event of Default shall have occurred and be continuing either 120 immediately prior to or immediately after giving effect to such payments, (ii) the Borrower shall have furnished to the extent set forth in Section 8.11(iAdministrative Agent (A) pro forma historical financial statements as of the end of the most recently completed Fiscal Year of the Borrower and most recent interim fiscal quarter, if applicable, giving effect to such payments and (B) a certificate, which is satisfactory to the Administrative Agent, prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to SECTION 6.5(a) or SECTION 7.1(a) or (ivB) make any Investment not specifically permitted by clauses giving effect to such payments, which certificate shall demonstrate that no Event of Default or Unmatured Event of Default would exist immediately after giving effect to such payments, and (aiii) through (o) of Section 8.7 (“Unrestricted Investments”) (any if the Leverage Ratio of the foregoing described in clauses Borrower and its Subsidiaries after giving pro forma effect to such transaction shall be greater than 1.00 to 1.00, then the payments made with respect to such transaction shall not exceed $50,000,000 (i) - (iv) being hereafter referred to as a “Restricted Payment”or the Dollar Equivalent thereof);.

Dividends or Other Distributions. (a) Neither the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by Borrower or a Wholly-Owned Subsidiary of the Borrower), (iii) make a loan (a “Shareholder Loan”) to any Holdco Party (as defined in the Holdco Agreement), (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Polymers Senior Notes, Permitted Junior Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, that (w) Borrower may, under clause (v) above, use the Permitted Polymers Notes Repurchase Amount to redeem or repurchase then outstanding Polymers Senior Notes in accordance with Section 4.2(e), to the extent that such amount is not otherwise required to be applied to prepay Loans pursuant to Section 4.2(e), (x) Borrower may make payments to Holdco II pursuant to the terms of the Tax Sharing Agreement, (y) the Senior Subordinated Notes may be refinanced with Subordinated Indebtedness permitted by Section 8.2(h) and (z) Borrower and its applicable Subsidiaries may consummate the HIH Unit Transfer.

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 7.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided that the Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 7.02 in accordance with the terms of the documents governing such Indebtedness 138 #47923322 and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and; provided, further, that, so long as no Default or Event of Default then exists pursuant to Section 8.01(a), (e) or (f) or would result therefrom, the Company may make any Restricted Payment which, together with all other Restricted Payments made pursuant to this Section 7.05(a) since November 1, 2016 would not exceed the sum of:

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 7.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided that the Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 7.02 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and; provided, further, that, so long as no Default or Event of Default then exists pursuant to Section 8.01(a), (e) or (f) or would result therefrom, the Company may make any Restricted Payment which, together with all other Restricted Payments made pursuant to this Section 7.05(a) since November 1, 2012 would not exceed the sum of:

Dividends or Other Distributions. (a) Neither the No Borrower will nor will permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock ("Dividend") or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distribution, and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person not a member of the Ball Corporate Group shall be included for purposes of calculating compliance with (a) below, and shall be permitted only to the extent they are permitted under clause (ya) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Capital Stock of such Borrower or as permitted in (i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.2(k)) or any Indebtedness issued in a public offering or pursuant to a 144A transaction with a final maturity on or after the 2008 Subordinated Note Acceleration Date, in each case, other than with the proceeds of Permitted Refinancing Indebtedness thereof) except to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “"Restricted Payment”");; provided, however, Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 8.2 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their taxes as they legally become due, and; provided, further, that so long as no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom:

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption date, any Public Notes (or any Permitted Refinancing Indebtedness thereof) except to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (or) of Section 8.7 (“Unrestricted Investments”) (any of the foregoing described in clauses (i) - (iv) being hereafter referred to as a “Restricted Payment”);

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock Equity Interests 91 of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”7.12) (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided that the Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 7.02 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and provided, further, that, so long as no Default or Event of Default then exists pursuant to Section 8.01(a), (e) or (f) or would result therefrom, the Company may make any Restricted Payment which, together with all other Restricted Payments made pursuant to this Section 7.05(a) since November 1, 2018 would not exceed the sum of:

Dividends or Other Distributions. (a) Neither the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by Borrower or a Wholly-Owned Subsidiary of the Borrower), (iii) make a loan (a “Shareholder Loan”) to any direct or indirect owner of its Capital Stock, (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Permitted Unsecured Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, that (w) Borrower may make payments described under clause (v) above with proceeds of Permitted Unsecured Debt, Senior Secured Notes or Additional Term B Loans, in each case, to the extent such Indebtedness is permitted to be incurred hereunder and is not otherwise required to be applied to prepay Loans pursuant to Section 4.2(e) or Section

Dividends or Other Distributions. (a) Neither the No Borrower shall, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the any Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by any Borrower or a Wholly-Owned Subsidiary of the any Borrower), (iii) make a loan (a “Shareholder Loan”) to any Holdco Party (as defined in the Holdco Agreement), (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Polymers Senior Notes, Permitted Junior Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, that (w) the Company may, under clause (v) above, use the Permitted Polymers Notes Repurchase Amount to redeem or repurchase then outstanding Polymers Senior Notes in accordance with Section 4.2(e) of the Amended and Restated Credit Agreement, to the extent that such amount is not otherwise required to be applied to prepay loans as required by Section 4.2(e) of the Amended and Restated Credit Agreement, (x) the Company may make payments to Holdco II pursuant to the terms of the Tax Sharing Agreement, (y) the Senior Subordinated Notes may be refinanced with Subordinated Indebtedness permitted by Section 8.2(h) and (z) the Company and its applicable Subsidiaries may consummate the HIH Unit Transfer.

Dividends or Other Distributions. (a) Neither the No Borrower will nor will permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution (other than Disqualified Preferred CHI:1587990.13 135 Stock) or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, (other than Disqualified Preferred Stock) and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share compliance with applicable corporation law; provided that the amount of such dividend dividends or distribution distributions under this clause (“Dividends”)2) which are paid or made to any Person not a member of the Ball Corporate Group shall be included for purposes of calculating compliance with clause (b) below, and shall be permitted only to the extent they are permitted under clause (yb) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), below) or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Capital Stock of such Borrower or as permitted in (i)(A) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness that is either subordinate or junior in right of payment to the Obligations (or any other than refinancings of such Indebtedness with the proceeds of Permitted Refinancing Indebtedness thereof) except to the extent set forth in and other than Intercompany Indebtedness subordinated as a result of Section 8.11(i8.2(k)) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Restricted Investment; (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however,

Dividends or Other Distributions. (a) Neither the No Borrower will nor will permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (A) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distribution, and (B) dividends and dividends, distributions or redemptions payable to the Borrower (1) Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest of Company in such Subsidiary shall receive its proportionate share of such dividend compliance with applicable corporation or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), other organizational law; or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Capital Stock of such Borrower or as permitted in (i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i8.2(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 8.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 8.2 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable Company or a Subsidiary of Company to pay their taxes as they legally become due; and; provided, further, that:

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution distribution; provided that the amount of such dividends or distributions under this clause (B) which are paid to any Person other than the Borrower or its Subsidiaries shall be included for purposes of calculating compliance with Section 8.4(b), and shall be permitted only to the extent they are permitted under Sections 8.4(b) (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior to any scheduled final maturity or 118 applicable redemption date, any Public Notes or Permitted Unsecured Debt (or any Permitted Refinancing Indebtedness thereof) except to the extent set forth in Section 8.11(i) or ), (iv) make any Investment not specifically permitted by clauses (a) through (op) of Section 8.7 (“Unrestricted Investments”) or (v) make any Capital Expenditure except to the extent permitted by clauses (a) through (c) of Section 9.1 (any of the foregoing described in clauses (i) - (ivv) being hereafter referred to as a “Restricted Payment”);

Dividends or Other Distributions. (a) Neither the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than (x) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption date, any Public Notes (or any Permitted Refinancing Indebtedness thereof) except to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) (any of the foregoing described in clauses (i) - (iv) being hereafter referred to as a “Restricted Payment”);

Dividends or Other Distributions. (a) Neither the No Borrower shall, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the a Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”a Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by a Borrower or a Wholly-Owned Subsidiary of the a Borrower), (iii) make a loan (a “Shareholder Loan”) to any direct or indirect owner of its Capital Stock, (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Permitted Unsecured Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter referred to as a “Restricted Payment”);; provided, however, that (w) a Borrower may make payments described under clause (v) above with proceeds of Permitted Unsecured Debt, Senior Secured Notes or Additional Term B Loans, in each case, to the extent such Indebtedness is permitted to be incurred hereunder and is not otherwise required to be applied to prepay Loans pursuant to Section 4.2(e) or Section 4.2(f) of the Term Credit Agreement; provided, further, however, that proceeds of Senior Secured Notes and Additional Term B Loans may not be used to make such payments with respect to Indebtedness that is subordinate or junior in right of payment to the Obligations, (x) a Borrower may make payments described under clause (v) above with proceeds of a Qualified Public Offering to the extent such proceeds are not otherwise required to be applied to prepay Loans pursuant to Section 4.2(d) of the Term Credit Agreement, and (y) a Borrower may make payments pursuant to the terms of the Tax Sharing Agreement.

Dividends or Other Distributions. (a) Neither the No Borrower shall, nor shall it permit any of its Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the any Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by any Borrower or a Wholly-Owned Subsidiary of the any Borrower), (iii) make a loan (a "Shareholder Loan") to any Holdco Party (as defined in the Holding Company Agreement), (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Second Priority Notes (or any other Indebtedness that is subordinate or junior in right of payment to the Obligations other than pursuant to a Permitted Refinancing Indebtedness thereof) except to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter referred to as a “"Restricted Payment”");; provided, that so long as no Event of Default or Unmatured Event of Default exists and is continuing, the Company and its Subsidiaries may (w) make non-cash payments to members of the Huntsman Group or its designee under Section 3.2 of the HAM LLC Agreement as in effect on the Initial Borrowing Date, (x) make payments not to exceed $1,000,000 in any twelve-month period to repurchase common equity of the Company or warrants, rights or options to acquire such common equity from employees of the Company or any of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such employees, (y) purchase, redeem, defease, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, any Second Priority Notes; provided, that after giving effect to such Restricted Payment (i) the Company has Available Liquidity of at least $60.0 million and (ii) the Company's Leverage Ratio on a pro forma basis for the most recently completed Test Period (assuming such prepaid Second Priority Notes were prepaid on the last day of such Test Period) would be less than 3.0 to 1.0 and (z) the Company may make payments in the amounts and at the times provided for under the Management Services Agreements, and, provided, further that the Company may make payments in the amounts and at the times provided for under the Tax Sharing Agreements.

Dividends or Other Distributions. (a) Neither the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries willto, directly or indirectly, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock in respect of such Capital Stock (x) except dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend and except dividends or distribution, (B) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”Borrower), (ii) purchase, redeem or otherwise acquire or retire for value any of its Capital Stock (other than Capital Stock held by Borrower or a Wholly-Owned Subsidiary of the Borrower), (iii) make a loan (a "SHAREHOLDER LOAN") to any Holdco Party (as defined in the Holdco Agreement), (iv) pay any Management Fees or (v) make any principal payment on or on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes (Polymers Senior Notes, Permitted Junior Debt or any Permitted Refinancing Indebtedness thereof) except that is subordinate or junior in right of payment to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Obligations (any of the foregoing described in clauses (i) - (iv) such non-excepted dividend, distribution, purchase, redemption, repurchase, other acquisition, retirement or Shareholder Loan or payment being hereafter hereinafter 84 referred to as a “Restricted Payment”"RESTRICTED PAYMENT");; PROVIDED, HOWEVER, that (w) Borrower may, under clause (v) above, use the Permitted Polymers Notes Repurchase Amount to redeem or repurchase then outstanding Polymers Senior Notes in accordance with SECTION 4.2(e), to the extent that such amount is not otherwise required to be applied to prepay Loans pursuant to SECTION 4.2(e), (x) Borrower may make payments to Holdco II pursuant to the terms of the Tax Sharing Agreement, (y) the Senior Subordinated Notes may be refinanced with Subordinated Indebtedness permitted by SECTION 8.2(h) and (z) Borrower and its applicable Subsidiaries may consummate the HIH Unit Transfer.

Dividends or Other Distributions. (a) Neither the Borrower The Company will not, nor will it permit any of its Subsidiaries will: to, (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend or distribution (“Dividends”Subsidiary), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), ; (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock Equity Interests of the BorrowerCompany or the Borrower other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of the Company) of other Equity Interests of the Company or the Borrower or as permitted under clause (a)(i)(B) above; or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(h) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”7.12) (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided that the Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 7.02 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and provided, further, that, so long as no Default or Event of Default then exists pursuant to Section 8.01(a), (e) or (f) or would result therefrom, the Company may make any Restricted Payment which, together with all other Restricted Payments made pursuant to this Section 7.05(a) since November 1, 2018 would not exceed the sum of:

Dividends or Other Distributions. (a) Neither the No Borrower will nor will permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock Equity Interests (“Dividend”) or to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or Company and (2) any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time Company in accordance compliance with the terms of the Tax Sharing Agreement (“Tax Distributions”applicable corporation or other organizational law), ; or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 7.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided that the Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 7.02 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and; provided, further, that:

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 7.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided that the Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 7.02 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and; provided, further, that, so long as no Default or Event of Default then exists pursuant to Section 8.01(a), (e) or (f) or would result therefrom, the Company may make any Restricted Payment which, together with all other Restricted Payments made pursuant to this Section 7.05(a) since November 1, 2009 would not exceed the sum of:

Dividends or Other Distributions. (a) Neither Holdings, the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, Stock (other than (xw) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (Bx) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution distribution; provided, however, that (“Dividends”)i) dividends and distributions made after the Effective Date to holders of B shares of UK Holdco 1 shall not exceed (Pounds)500 per annum (or the Dollar Equivalent thereof) and (ii) dividends and distributions effected by TG shall be permitted only to the extent that there are at such time, no amounts outstanding under the UK Holdco Note, the dividend with respect to its preferred stock has been declared and paid and that such dividends are limited to 1% of total dividends paid to the Borrower with respect to ordinary shares, (y) cash distributions to Holdings for distribution to the members of the Borrower Holdings from time to time in accordance with to the terms extent that the amounts of such distributions do not exceed the amounts to be made pursuant to Section 3.1(d) and 6.4(b) of the Tax Sharing Limited Liability Company Agreement of Holdings and/or Article 5 of the Limited Liability Company Agreement of the Borrower; provided that in no event shall such distribution exceed forty (“40%) percent of the hypothetical taxable income of Holdings if it was a (Corporation under the Code ("Tax Distributions”)") ----------------- and (z) distributions to effect the Transactions on the Initial Borrowing Date, (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any interest or principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption date, any Public the Senior Subordinated Notes, the Holdings Zero Coupon Notes (or any Permitted Refinancing other Indebtedness thereof) except that is subordinate or junior in right of payment to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) (any of the foregoing described in clauses (i) - (iv) being hereafter referred to as a “Restricted Payment”);Obligations.

Dividends or Other Distributions. (a) Neither the Borrower nor will not, and will not permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its Capital Stock, other than Stock (xexcept (a) dividends or distributions (A) payable solely in the its Capital Stock of the Person making such dividend (other than Redeemable Stock or distribution Exchangeable Stock) or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend (other than Redeemable Stock or distributionExchangeable Stock), (Bb) dividends and or distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution (“Dividends”)Borrower, and (yc) cash dividends and distributions payable by a Foreign Subsidiary or a Domestic Subsidiary that is not a Qualified Domestic Subsidiary pro rata to members the holders of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”its outstanding Capital Stock), ; or (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, ; (iii) make any interest, principal or other payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datematurity, any Public Notes other Indebtedness (including the BUCS) that by its terms is subordinate or any Permitted Refinancing Indebtedness thereof) except junior in right of payment to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) Obligations (any of the foregoing described in clauses (i) - (iv) such dividend, distribution, purchase, redemption, repayment, repurchase, defeasance, other acquisition, retirement or Investment being hereafter hereinafter referred to as a “"Restricted Payment”");; provided, however, that, during such time as no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom:

Dividends or Other Distributions. (a) Neither the No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) 7.12); (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided that the Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 7.02 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and; provided, further, that, so long as no Default or Event of Default then exists pursuant to Section 8.01(a), (e) or (f) or would result therefrom, the Company may make any Restricted Payment which, together with all other Restricted Payments made pursuant to this Section 7.05(a) since November 1, 2016 would not exceed the sum of:

Dividends or Other Distributions. (a) Neither the a. No Borrower will, nor will it permit any of its Subsidiaries willto, either: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or Equity Interests (each a “Dividend”) to the direct or indirect holders of its Capital Stock, other than Equity Interests (xexcept (A) dividends or distributions (A) payable solely in the Capital Stock of the Person making such dividend or distribution Equity Interests or in options, warrants or other rights to purchase the Capital Stock of the Person making such dividend or distribution, Equity Interests and (B) dividends and dividends, distributions or redemptions payable to (1) the Borrower Company or a Wholly-Owned Subsidiary of the Borrower Company, (2) any other Subsidiary of the Company in compliance with applicable corporation or payable to holders of minority interests other organizational law or (3) any other Person that holds Equity Interests in any Subsidiary so long as of the Borrower Company, if the Company or one of its Subsidiaries simultaneously receives a portion of any other Subsidiary having an interest in such Subsidiary shall receive dividend, distribution or redemption based on its proportionate pro rata share of the Equity Interests of such dividend Subsidiary); or distribution (“Dividends”), and (y) cash distributions to members of the Borrower from time to time in accordance with the terms of the Tax Sharing Agreement (“Tax Distributions”), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock Equity Interests of the Borrowers other than in exchange for, or out of proceeds of, the substantially concurrent sale (other than to an Affiliate of any Borrower, ) of other Equity Interests of such Borrower or as permitted under clause (a)(i)(B) above or (iii) make any principal payment on or purchase, defease, 91 redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption datestated maturity, any Public Notes Indebtedness (or any other than with the proceeds of Permitted Refinancing Indebtedness thereofIndebtedness) except that is either subordinate or junior in right of payment to the extent set forth in Obligations (other than Intercompany Indebtedness subordinated as a result of Section 8.11(i7.02(k) or (iv) make any Investment not specifically as permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”7.12) (any of the foregoing described in clauses (i) - (iv) being hereafter hereinafter referred to as a “Restricted Payment”);; provided that the Company may make scheduled principal and interest payments on Indebtedness permitted pursuant to Section 7.02 in accordance with the terms of the documents governing such Indebtedness and make distributions to the extent necessary to enable the Company or a Subsidiary of the Company to pay their taxes as they legally become due; and provided, further, that, so long as no Default or Event of Default then exists pursuant to Section 8.01(a), (e) or (f) or would result therefrom, the Company may make any Restricted Payment which, together with all other Restricted Payments made pursuant to this Section 7.05(a) since November 1, 2018 would not exceed the sum of:

Dividends or Other Distributions. (a) Neither Holdings, the Borrower nor any of its Subsidiaries will: (i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock or to the direct or indirect holders of its 100 Capital Stock, Stock (other than (xw) dividends or distributions (A) payable solely in the such Capital Stock of the Person making such dividend or distribution or in options, warrants or other rights to purchase the such Capital Stock of the Person making such dividend or distributionStock, (Bx) dividends and distributions payable to the Borrower or a Wholly-Owned Subsidiary of the Borrower or payable to holders of minority interests in any Subsidiary so long as the Borrower or any other Subsidiary having an interest in such Subsidiary shall receive its proportionate share of such dividend or distribution distribution; provided, however, that (“Dividends”)i) dividends and distributions made after the Original Closing Date to holders of B shares of UK Holdco 1 shall not exceed £500 per annum (or the Dollar Equivalent thereof) and (ii) dividends and distributions effected by TG shall be permitted only to the extent that there are at such time, no amounts outstanding under the UK Holdco Note, the dividend with respect to its preferred stock has been declared and paid and that such dividends are limited to 1% of total dividends paid to the Borrower with respect to ordinary shares, and (y) cash distributions to Holdings for distribution to the members of the Borrower Holdings from time to time in accordance with to the terms extent that the amounts of such distributions do not exceed the amounts to be made pursuant to Section 3.1(d) and 6.4(b) of the Tax Sharing Limited Liability Company Agreement of Holdings and/or Article 5 of the Limited Liability Company Agreement of the Borrower; provided that in no event shall such distribution exceed forty (“40%) percent of the hypothetical taxable income of Holdings if it was a Corporation under the Code ("Tax Distributions”"), (ii) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower, (iii) make any interest or principal payment on or purchase, defease, redeem, prepay, or otherwise acquire or retire for value, prior to any scheduled final maturity or applicable redemption date, any Public the Senior Subordinated Notes, the Holdings Zero Coupon Notes (or any Permitted Refinancing other Indebtedness thereof) except that is subordinate or junior in right of payment to the Obligations; provided, however, notwithstanding anything else herein to the contrary, scheduled interest payments on the Senior Subordinated Notes shall be permitted to the extent set forth in Section 8.11(i) or (iv) make any Investment not specifically permitted by clauses (a) through (o) of Section 8.7 (“Unrestricted Investments”) (any required to be paid pursuant to the terms of the foregoing described in clauses (i) - (iv) being hereafter referred to as a “Restricted Payment”);Senior Subordinated Note Documents.