Common use of Other Payments and Distributions Clause in Contracts

Other Payments and Distributions. Except for Permitted Distributions, the Loan Parties will not, and will not permit any of their Domestic Subsidiaries (other than the Excluded Subsidiaries) to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of any Loan Party’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving any Loan Party or any of its Subsidiaries), or to the direct or indirect holders of any Loan Party’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Prohibited Preferred Stock) of Borrower); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Borrower) any Equity Interests of any Loan Party; (iii) except as permitted by Section 7.7 hereof, make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of any Loan Party that is contractually subordinated in right of payment to the Obligations of such Loan Party, as the case may be, except a payment of regularly scheduled interest or principal at the Stated Maturity thereof or otherwise to the extent permitted under any applicable subordination agreement; or (iv) make any Investment other than Permitted Investments (all such payments and other actions set forth in these clauses (i) through (iii) above being collectively referred to as “Restricted Payments”). For purposes of determining compliance with this Section 7.17, if a Restricted Payment meets the criteria of more than one of the types of distributions described in clauses (a) through (d) of the definition of Permitted Distributions or this Section 7.17, Borrower, in its sole discretion, may divide or classify and from time to time divide, re-divide, classify and reclassify such Permitted Distributions among such clauses and/or paragraphs above in any manner in compliance with this Section 7.17.

Other Payments and Distributions. Except for Permitted Distributions, the Loan Parties will not, and will not permit any of their Domestic Subsidiaries (other than the Excluded Subsidiaries) to, directly or indirectly: (ia) declare or pay any dividend or make any other payment or distribution on account of any Loan Company Indenture Party’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving any Loan Company Indenture Party or any of its Subsidiaries), or to the direct or indirect holders of any Loan Company Indenture Party’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Prohibited Preferred Stock) of BorrowerCompany); (iib) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving BorrowerCompany) any Equity Interests of any Loan Company Indenture Party; (iiic) except as permitted by Section 7.7 5.07 hereof, make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of any Loan Company Indenture Party that is contractually subordinated in right of payment to the Obligations of such Loan Company Indenture Party, as the case may be, except a payment of regularly scheduled interest or principal at the Stated Maturity thereof or otherwise to the extent permitted under any applicable subordination agreement; or (ivd) make any Investment other than Permitted Investments (all such payments and other actions set forth in these clauses (ia) through (iiid) above being collectively referred to as “Restricted Payments”). For purposes of determining compliance with this Section 7.17, 5.16 if a Restricted Payment meets the criteria of more than one of the types of distributions described in clauses (a) through (d) of the definition of Permitted Distributions or this Section 7.175.16, Borrowerthe Company, in its sole discretion, may divide or classify and from time to time divide, re-divide, classify and reclassify such Permitted Distributions among such clauses and/or paragraphs above in any manner in compliance with this Section 7.175.16.

Other Payments and Distributions. Except for Permitted Distributions, the Loan Parties will not, and will not permit any of their Domestic Subsidiaries (other than the Excluded Subsidiaries) to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of any Loan Party’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving any Loan Party or any of its Subsidiaries), or to the direct or indirect holders of any Loan Party’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Prohibited Preferred Stock) of Borrower); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Borrower) any Equity Interests of any Loan Party; (iii) except as permitted by Section 7.7 hereof, make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of any Loan Party that is contractually subordinated in right of payment to the Obligations of such Loan Party, as the case may be, except a payment of regularly scheduled interest or principal at the Stated Maturity thereof or otherwise to the extent permitted under any applicable subordination agreement; or (iv) make any Investment other than Permitted Investments (all such payments and other actions set forth in these clauses (i) through (iii) above being collectively referred to as “Restricted Payments”). For purposes of determining compliance with this Section 7.17, if a Restricted Payment meets the criteria of more than one of the types of distributions described in clauses (a) through (d) of the definition of Permitted Distributions or this Section 7.17, Borrower, in its sole discretion, may divide or classify and from time to time divide, re-divide, classify and reclassify such Permitted Distributions among such clauses and/or paragraphs above in any manner in compliance with this Section 7.17.

Other Payments and Distributions. Except for Permitted Distributions, the Loan Parties will not, and will not permit any of their Domestic domestic Subsidiaries (other than the Excluded Subsidiaries) to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of any Loan Party’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving any Loan Party or any of its Subsidiaries), or to the direct or indirect holders of any Loan Party’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Prohibited Preferred Stock) of BorrowerParent); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Borrower) any Equity Interests of any Loan Party; (iii) except as permitted by Section 7.7 hereof, make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of any Loan Party that is contractually subordinated in right of payment to the Obligations of such Loan Party, as the case may be, except a payment of regularly scheduled interest or principal at the Stated Maturity thereof or otherwise to the extent permitted under any applicable subordination agreement, including, without limitation, the Intercompany Subordination Agreement; or (iv) make any Investment other than Permitted Investments Investments, (all such payments and other actions set forth in these clauses (i) through (iii) above being collectively referred to as “Restricted Payments”). For purposes of determining compliance with this Section 7.17, if a Restricted Payment meets the criteria of more than one of the types of distributions described in clauses (a) through (d) of the definition of Permitted Distributions or this Section 7.17, Borrower, in its sole discretion, may divide or classify and from time to time divide, re-divide, classify and reclassify such Permitted Distributions among such clauses and/or paragraphs above in any manner in compliance with this Section 7.17.

Other Payments and Distributions. Except for Permitted Distributions, the Loan Parties will not, and will not permit any of their Domestic Subsidiaries (other than the Excluded Subsidiaries) to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of any Loan Party’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving any Loan Party or any of its Subsidiaries), or to the direct or indirect holders of any Loan Party’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Prohibited Preferred Stock) of Borrower); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Borrower) any Equity Interests of any Loan Party; (iii) except as permitted by Section 7.7 hereof, make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness (for borrowed money) of any Loan Party that is contractually subordinated in right of payment to the Obligations of such Loan Party, as the case may be, except a payment of regularly scheduled interest or principal at the Stated Maturity thereof or otherwise to the extent permitted under any applicable subordination agreement; or (iv) make any Investment other than Permitted Investments (all such payments and other actions set forth in these clauses (i) through (iii) above being collectively referred to as “Restricted Payments”). For purposes of determining compliance with this Section 7.177.18, if a Restricted Payment meets the criteria of more than one of the types of distributions described in clauses (a) through (d) of the definition of Permitted Distributions or this Section 7.17, Borrower, in its sole discretion, may divide or classify and from time to time divide, re-divide, classify and reclassify such Permitted Distributions among such clauses and/or paragraphs above in any manner in compliance with this Section 7.17.