Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's capital stock or (b) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or any class of series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversions or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Dividends, Distributions and Payments. Secured Party shall be entitled to receive and hold as part of the Trust Estate, subject to the Collateral Trust Agreement, all dividends and distributions on the Newco Common Stock, all income from Cash Equivalents and all Proceeds.

Dividends, Distributions and Payments. So long as no Event of Default has occurred and is continuing or would result, the Grantors shall be entitled to receive all dividends and distributions on all shares of stock, equity securities and other equity, ownership and profit interests constituting Collateral, so long as the Grantors make all payments on account of the Obligations required to be made therefrom, and the Grantors and each other Loan Party takes all other actions required to be taken in connection therewith, under the Credit Agreement, this Agreement or any other Loan Document.

Dividends, Distributions and Payments. Declare or pay, directly and indirectly, any cash dividends or make any other distribution, whether in cash, property, securities (other than payment-in-kind payments or non-cash accretions to liquidation preference made with respect to any preferred stock of Jitney Jungle) or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose, other than (i) the issuance of warrants to purchase up to 15%, on a fully diluted basis, of the common stock of Jitney Jungle and (ii) dividends or other distributions by any subsidiary of Jitney Jungle to Jitney Jungle or a subsidiary thereof and purchases by Jitney Jungle of the capital stock of Jitney Jungle from retiring employees of the Borrowers pursuant to the Securities Purchase and Holders Agreement in an aggregate amount for all such employees not in excess of $1,000,000 during the term of this Agreement (as such amount may from time to time be reduced by purchases of such capital stock by Jitney Jungle from such employees and increased by any sales by Jitney Jungle of such capital stock to other employees; provided, that such purchased capital stock shall be sold within 180 days of such purchase to one or more employees of the Borrowers for a cash consideration equal to or greater than the consideration paid by Jitney Jungle for such capital stock).

Dividends, Distributions and Payments. Declare or pay, directly and indirectly, any dividends or make any other distribution, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose except that any Borrower or any subsidiary of a Borrower may pay dividends or make other distributions to its direct parent, the Parent may pay dividends in kind or exchange shares of its capital stock for other such shares and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Parent may repurchase or redeem its shares from employees or officers who have died, resigned, been terminated or retired so long as the aggregate amount expended in any Fiscal Year does not exceed $250,000.

Dividends, Distributions and Payments. Declare or pay, directly and indirectly, any cash dividends or make any other distribution, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose; PROVIDED, HOWEVER, that the Borrowers may pay Preferred Dividends so long as no Default or Event of Default shall have occurred and be continuing at such time or shall occur as a result of such payment; PROVIDED, FURTHER, that a Guarantor may pay dividends to its immediate parent so long as such parent is a Guarantor or a Borrower and so long as no Default or Event of Default shall have occurred and be continuing at such time or shall occur as a result of such payment; PROVIDED, HOWEVER, that the Borrowers may pay dividends to Holdings, so long as no Default or Event of Default shall have occurred and be continuing at such time or shall occur as a result of such payment, for the purpose of enabling Holdings to: (i) make regularly scheduled payments of interest under the Subordinated Indebtedness of Holdings incurred in connection with the exchange (to the extent permitted by the terms of this Agreement) of the Convertible Subordinated Notes; PROVIDED, that in no event shall the amount distributed to Holdings pursuant to this clause exceed the amount of such scheduled payment of interest; (ii) repurchase preferred stock of Holdings in accordance with the terms and provisions of its certificate of incorporation (as in effect on the Closing Date); PROVIDED, that in no event shall the amount distributed to Holdings pursuant to this clause exceed $100 in the aggregate; and (iii) repurchase common stock of Holdings; PROVIDED, that in no event shall the amount distributed to Holdings pursuant to this clause exceed $1,444,276 in the aggregate.

Dividends, Distributions and Payments. Declare or pay, directly and indirectly, any cash dividends or make any other distribution, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any subsidiary to purchase or acquire) any shares of any class of its capital stock or set aside any amount for any such purpose, except that (i) any subsidiary of any Borrower may pay cash dividends to such Borrower, (ii) so long as no Default or Event of Default shall have occurred and be continuing, any Borrower may pay cash dividends to Holdings solely for the purpose of paying taxes not otherwise immediately payable pursuant to tax sharing arrangements and which arise from consolidated return filings by Holdings but only as and when due and payable, and (iii) so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers may pay cash dividends to Holdings to repurchase shares pursuant to written shareholders agreements or employment arrangements relating to the death, disability, resignation or termination of employment of any officer or employee; provided, that the aggregate amount expended for such repurchases during the term of this Agreement shall not, without the consent of the Required Lenders, exceed $500,000.

Dividends, Distributions and Payments. 14 Section 6.2. Subordination..................................15 Section 6.3. Pari Passu Guarantees..........................15 -i- TABLE OF CONTENTS (continued) PAGE

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