Closing Dividend

Closing Dividend. Means the Dividends paid (a) on the Closing Date by the Borrower to Holdings and by Holdings to the holders of its Equity Interests in an amount not to exceed $74,000,000 and (b) on or before June 30, 2009 by the Borrower to Holdings and by Holdings to the holders of its Equity Interests in an amount not to exceed Available Cash.