Dividends or Distribution. From and after the occurrence of a Dividend Restriction Event, [***] in accordance with Section 8(a)(v) hereof), Debtor shall not: (i) declare or pay any dividend or other distribution, direct or indirect, on account of any equity interest of Debtor, now or hereafter outstanding; (ii) make any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interest of Debtor or any direct or indirect parent of Debtor, now or hereafter outstanding; (iii) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of equity interest of Debtor, now or hereafter outstanding; (iv) return any equity interest to any equity holders of Debtor, or make any other distribution of property, assets, shares of equity interest, warrants, rights, options, obligations or securities thereto as such; or (v) pay any management fees or any other fees or expenses (including the reimbursement thereof by Debtor) pursuant to any management, consulting or other services agreement to any of the shareholders or other equity holders of Debtor. “Dividend Restriction Event” means the occurrence of any of the following: (1) an Event of Default shall have occurred and be continuing; (2) a Default shall have occurred and be continuing; (3) a Level 1 Trigger shall have occurred and be continuing either immediately before, or would occur immediately after, giving effect to any such payment, dividend or distribution under this Section; and/or (4) a Consumer Loan Value Deficiency exists or would exist after making such payment, dividend or distribution. Notwithstanding anything herein to the contrary, the total dividends and/or other distributions made by Debtor on account of any equity interests in Debtor shall not exceed the [***] Dividend Cap in any calendar [***].
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Sources: Loan and Security Agreement (Community Choice Financial Inc.)
Dividends or Distribution. From and after the occurrence of a Dividend Restriction Event, [***] Event and/or from and after the last day of each month through the date Debtor delivers to Lender the Consumer Loan Value Certificate for such month (due with FIFTEEN (15) days after the end of such month in accordance with Section 8(a)(v) hereof), Debtor shall not: (i) declare or pay any dividend or other distribution, direct or indirect, on account of any equity interest of Debtor, now or hereafter outstanding; (ii) make any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interest of Debtor or any direct or indirect parent of Debtor, now or hereafter outstanding; (iii) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of equity interest of Debtor, now or hereafter outstanding; (iv) return any equity interest to any equity holders of Debtor, or make any other distribution of property, assets, shares of equity interest, warrants, rights, options, obligations or securities thereto as such; or (v) pay any management fees or any other fees or expenses (including the reimbursement thereof by Debtor) pursuant to any management, consulting or other services agreement to any of the shareholders or other equity holders of Debtor. “Dividend Restriction Event” means the occurrence of any of the following: (1) an Event of Default shall have occurred and be continuing; (2) a Default shall have occurred and be continuing; (3) a Level 1 Trigger shall have occurred and be continuing either immediately before, or would occur immediately after, giving effect to any such payment, dividend or distribution under this Section; and/or (4) a Consumer Loan Value Deficiency exists or would exist after making such payment, dividend or distribution. Notwithstanding anything herein to the contrary, the total dividends and/or other distributions made by Debtor on account of any equity interests in Debtor shall not exceed the [***] Monthly Dividend Cap in any calendar [***]month. Notwithstanding the foregoing, Debtor may pay an additional dividend as of Debtor’s fiscal year end not to exceed TEN MILLION AND NO/100 DOLLARS provided that (i) the Advance Rate at the time of payment shall be LESS than the Initial Advance Rate, (ii) such payment shall occur after DECEMBER 20, 2019, and (iii) Lender shall have consented to such dividend in its sole discretion.
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