Common use of Restricted Payments; Certain Payments of Indebtedness Clause in Contracts

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstanding.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends distributions with respect to their capital stock its common Equity Interests payable solely in additional shares of their respective common stockEquity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) Restricted Subsidiaries (other than the Borrower) US Borrower may declare and pay dividends ratably to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with respect resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to their capital stockthe JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have has occurred which is continuing, Holdings may declare and be pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result from after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the making Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such paymentperiod, (iv) the US Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereonas, (yA) no Default has occurred and which is continuing or would result therefrom continuing, and (zB) immediately upon receipt thereofafter giving effect to such payment, Holdings shall apply all US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the proceeds US Borrower and UK Borrower may pay dividends ratably to the holders of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingtheir Equity Interests.

Restricted Payments; Certain Payments of Indebtedness. (ai) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (iA) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends ratably or make other distributions with respect to their capital stockits Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (iiiC) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 5,000,000 during any fiscal yearyear of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; Subsidiaries (ivwith any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends on the Borrower’s common stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result from therefrom (or, in the making case of such payment, a Restricted Payment that is necessary or advisable (as determined by the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargegood faith) for the consummation of a Limited Condition Acquisition, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding no Default exists as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and date the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay definitive acquisition agreements for such dividends Limited Condition Acquisition are entered into) and (vi2) at after giving effect to such Restricted Payment and any time after related transaction on a pro forma basis the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend Senior Secured Leverage Ratio shall not exceed the principal amount 2.75 to 1.00 (calculated as of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all last day of the proceeds fiscal quarter of such dividend the Borrower then most recently ended for which financial statements have been delivered pursuant to repay in full the Structured Note Bridge Indebtedness then outstandingSection 7.01(a).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Other than as specified in the first sentence of Section 5.11, neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except that (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective common its capital stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 2,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of Holdings Holdings, the Borrower and the Restricted Subsidiaries; , including the redemption or purchase of capital stock of Holdings held by former directors, management or employees of Holdings, the Borrower or any Subsidiary following termination of their employment, (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts amounts, not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, discharge its permitted liabilities; liabilities and (v) on the Borrower and the Joint Venture Holding Companies may make Restricted Payments to Holdings at such times and in such amounts (but not prior to the fifth anniversary of the date of issuance of the Cumulative Preferred Stock) as shall be necessary to enable Holdings, after the Leverage Target Datesuch fifth anniversary, Holdings may declare and to pay dividends in cash with respect on such Cumulative Preferred Stock as and when declared and payable, provided that, at the time of each Restricted Payment made in reliance upon this clause (v) and after giving pro forma effect to its convertible preferred stock outstanding as of such payment, the Amendment No. 4 Effective Date in an amount Leverage Ratio shall not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends exceed 1.50 to Holdings to permit Holdings to declare and pay such dividends and 1.00, (vi) at any time after the consummation of the Structured Note FinancingHoldings, the Borrower and the Subsidiaries may declare make Restricted Payments as and pay a dividend to the extent contemplated by the Recapitalization Agreement and (vii) Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount may make Restricted Payments on account of the Structured Note Bridge Indebtedness outstanding at purchase, redemption or repurchase of the time Cumulative Preferred Stock with the net proceeds of a substantially concurrent IPO, provided that, after giving effect to such dividend is paid plus accrued interest thereonpurchase, (y) redemption or repurchase, no Default has or Event of Default shall have occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingbe continuing.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital its common or preferred stock payable solely in additional shares of their respective its common or preferred stock, (ii) any Subsidiary may make Restricted Subsidiaries (other than Payments to the Borrower) , any Subsidiary that is a Loan Party may declare make Restricted Payments to any other Subsidiary that is a Loan Party, and pay dividends ratably with respect any Subsidiary that is not a Loan Party may make Restricted Payments to their capital stockany other Subsidiary, (iii) Holdings the Borrower may make Restricted Paymentsdistributions to Holdings for payment of reasonable out-of-pocket operating and administrative costs and expenses payable by Holdings, not exceeding $3,000,000 during any fiscal yearthe Manager or the Borrower, pursuant to as the case may be, and incurred primarily in accordance connection with stock option plans or other benefit plans for management or employees the business of Holdings and the Restricted Subsidiaries; (iv) Borrower, so long as no Default shall have occurred and be is continuing or would occur as a result from the making of such paymentthereof, (iv) the Borrower may pay dividends make distributions to Holdings at such times and in such amounts as shall be an amount necessary to permit enable Holdings to discharge, to the extent permitted hereunderpay when due, its permitted liabilities; actual federal, state and local income Taxes directly attributable to (or arising as a result of) the operations of the Borrower, the Manager and their Subsidiaries that are due and payable by Holdings as the parent of a consolidated group, (v) on and after the Leverage Target Date[intentionally omitted], Holdings (vi) Potbelly Franchising may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare invest such cash dividends in the Borrower; provided that, in each such case, Holdings actually and pay promptly uses such dividends for such investments, (vii) each Loan Party may purchase, redeem or otherwise acquire its common or preferred Equity Interests with the proceeds received from the substantially concurrent issuance of new common or preferred Equity Interests or where the consideration is the cancellation of Indebtedness owed to any Loan Party, and (viviii) at any time after Permitted J/Vs may make Restricted Payments to the consummation holders of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings their Equity Interests so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time Restricted Payments are made on a pro rata basis to all such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of holders in accordance with their respective Equity Interests in such dividend to repay in full the Structured Note Bridge Indebtedness then outstanding.Permitted J/V.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Parent Borrower may declare and pay dividends with respect to their capital its common or preferred stock payable solely in additional shares of their respective its common or preferred stock, respectively, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings the Parent Borrower may make Restricted Payments, not exceeding $3,000,000 1,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Parent Borrower and the Restricted Subsidiaries; , (iv) so long as no Default shall have occurred the Parent Borrower may repurchase capital stock of the Parent Borrower owned by former employees of the Parent Borrower and be continuing the Subsidiaries or result their assigns, estates and heirs, at a price not in excess of fair market value determined in good faith by the Board of Directors of the Parent Borrower, in an aggregate amount during any fiscal year of the Parent Borrower not in excess of the sum of (A) $1,000,000 plus (B) the Net Proceeds received by the Parent Borrower during such fiscal year from the making issuance of such paymentits capital stock to employees of the Parent Borrower and the Subsidiaries, (v) the Parent Borrower may repurchase shares of its capital stock from stockholders who were stockholders of the Parent Borrower immediately prior to the Recapitalization, at a price not in excess of fair market value determined in good faith by the Board of Directors of the Parent Borrower, in an aggregate amount not in excess of $1,000,000 during any fiscal year of the Parent Borrower, (vi) upon the occurrence of an IPO (as defined in the Restated Certificate of Incorporation as in effect on the Effective Date), the Parent Borrower may pay dividends to Holdings at (A) redeem all or a portion of the Series A-1 Preferred Stock in accordance with Section 3B of the Restated Certificate of Incorporation as in effect on the Effective Date for an aggregate redemption price not in excess of the Net Proceeds received by the Parent Borrower from such times and IPO (as defined in such amounts the Restated Certificate of Incorporation as shall be necessary to permit Holdings to dischargein effect on the Effective Date) or (B) convert all or a portion of the Preferred Stock into common stock of the Parent Borrower in accordance with Section 3C of the Restated Certificate of Incorporation as in effect on the 83 Effective Date, (vii) to the extent permitted hereunderby Section 6.01(a)(x), its permitted liabilities; (v) the Parent Borrower may exchange, in accordance with Section 4 of Article II of the Restated Certificate of Incorporation as in effect on and after the Leverage Target Effective Date, Holdings may declare the Series A-1 Preferred Stock for the Junior Subordinated Exchange Notes and pay dividends (viii) in cash connection with respect to its convertible preferred the exercise of any warrants for common stock outstanding as of the Amendment No. 4 Effective Date Parent Borrower issued pursuant to the Warrant Agreement (as defined in an amount not exceeding $40,000,000 in any fiscal year and the Subordinated Note Purchase Agreement), the Parent Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay accept any such dividends and (vi) at any time after warrants surrendered by the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long holder thereof as (x) partial payment for the aggregate amount of exercise price for all such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time warrants being exercised by such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of holder in connection with such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingsurrender.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends distributions with respect to their capital stock its common Equity Interests payable solely in additional shares of their respective common stockEquity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) Restricted Subsidiaries the US Borrower may pay dividends to Holdings (which dividends may be paid to Holdings through a series of dividends in a like amount first paid to any Loan Party (other than a UK Loan Party, Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the US Borrower) ), and the UK Borrower may declare and pay dividends ratably to Holdings (which dividends may be paid to Holdings through a series of dividends in a like amount first paid to any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the UK Borrower)) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower (indirectly, through one or more Intercos) and the UK Borrower (indirectly, through one or more Intercos or any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the UK Borrower), as applicable, subsequent to the Closing Date in connection with respect resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to their capital stockthe JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses, incurred in the ordinary course of the operation of Holdings’ and/or any Interco’s business (which operation shall be in compliance with Section 6.03), (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have has occurred which is continuing, Holdings may declare and be pay distributions in accordance with its organizational documents from dividends paid directly or indirectly by the US Borrower, UK Borrower, UAE Borrower, Singapore Borrower and any other direct or indirect parent of the US Borrower and the UK Borrower or any other Subsidiary of Holdings (other than the US Borrower, UK Borrower, UAE Borrower, Singapore Borrower or any of their Subsidiaries) in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as (A) no Default has occurred or is continuing or would result from after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the making Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such payment, period; (iv) the US Borrower may pay dividends to Holdings at or any Loan Party (other than a UK Loan Party, Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the US Borrower (which dividends may be paid to such times Person through a series of dividends in a like amount first paid to any Loan Party (other than a UK Loan Party, Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the US Borrower) so long as, (A) no Default has occurred which is continuing, and in (B) immediately after giving effect to such amounts as shall be necessary to permit Holdings to dischargepayment, to the extent permitted hereunderUS Availability is not less than $15,000,000, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the UK Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and or any Loan Party (viother than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) at any time after the consummation which is a direct or indirect parent of the Structured Note FinancingUK Borrower (which dividends may be paid to such Person through a series of dividends in a like amount first paid to any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the Borrower may declare and pay a dividend to Holdings US Borrower) so long as (xA) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; (vi) Subsidiaries of the US Borrower, UK Borrower, UAE Borrower and Singapore Borrower may pay dividends to the holders of their Equity Interests in accordance with the respective terms of such Equity Interests; (vii) any Loan Party which is a direct or indirect parent of the US Borrower or the UK Borrower or any other Subsidiary of Holdings (other than the US Borrower, UK Borrower, UAE Borrower, Singapore Borrower or any of their Subsidiaries) may pay dividends to the holders of their Equity Interests in accordance with the respective terms of such Equity Interests; and (viii) upon the completion of the transfer contemplated by clause (iii) of the definition of Restructuring (as defined in the Fourth Amendment), the UAE Borrower and the Singapore Borrower may pay dividends to any direct or indirect parent of the UAE Borrower and Singapore Borrower (which dividends may be paid through a series of dividends in a like amount first paid to any other direct or indirect parent of the UAE Borrower and the Singapore Borrower) to permit such direct or indirect parent of the UAE Borrower or the Singapore Borrower to fund the payment of its pro rata share of EMCayman’s scheduled interest and principal payments and applicable mandatory prepayments then due and owing under the Term Loans; provided, that (1) the aggregate amount of all such dividend payments and prepayments made by the Singapore Borrower shall not exceed $5,000,000 during any consecutive twelve month period and (2) the principal aggregate amount of all such payments and prepayments made by the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings UAE Borrower shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingnot exceed $5,000,000 during any consecutive twelve month period.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings the Parent nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Parent may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stockits Equity Interests permitted hereunder, (ii) Restricted Subsidiaries (other than the Borrower) any Subsidiary may declare and pay dividends ratably or make other distributions with respect to their capital stockits Equity Interests, ratably to the holders of such Equity Interests, (iii) Holdings the Parent may make Restricted Paymentsrepurchase its Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing the Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Parent in connection with the exercise of warrants, options or result from other securities convertible into or exchangeable for Equity Interests in the making of such paymentParent, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on the Parent or the Borrower may, in the ordinary course of business and after the Leverage Target Dateconsistent with past practices, Holdings may declare and pay dividends in cash with respect to its convertible preferred repurchase, retire or otherwise acquire for value Equity Interests (including any restricted stock outstanding as or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in foregoing) of the Parent or any fiscal year and of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends Parent or any Subsidiary and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend make Restricted Payments to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of Parent the proceeds of such dividend which shall be used to repay in full the Structured Note Bridge Indebtedness then outstandingpay customary salary, bonus and other benefits payable to officers.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (other than of the Borrower) Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 500,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and its Subsidiaries upon the Restricted Subsidiaries; (iv) death, disability or termination of employment of such or employee, director or officer, so long as no Default shall have occurred or Event of Default exists immediately prior to and be continuing or result from after giving effect to the making of such Restricted Payment, (iv) the Borrower may pay the Effective Date Dividend, so long as no Default or Event of Default exists immediately prior to and after giving effect to such payment, (v) after Borrower converts into a limited liability company pursuant to Section 6.03, so long as there exists no Event of Default, the Borrower may pay dividends or make distributions to Holdings at its members in an aggregate amount not greater than the amount necessary for such times members to pay their actual state and United States federal income tax liabilities in respect of income earned by the Borrower, after deducting any tax losses distributed to such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash members with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends prior tax periods and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay make a dividend one time payment to Holdings so long as Terex in an amount equal to (xA) $16,500,000 minus (B) the aggregate amount of such dividend shall not exceed the principal amount amont of the Structured Note Bridge Indebtedness outstanding at Conversion Tax Payment within 10 Business Days after the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all payment by the Borrower of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingConversion Tax Payment.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor No Loan Party will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (ia) Holdings and the Borrower and Parent may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, (iib) Restricted so long as no Default exists or would arise as a result thereof, Subsidiaries (other than of the Borrower) Borrower may declare and pay dividends ratably with respect to the holders of their capital stockEquity Interests, (iiic) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted its Subsidiaries; , (ivd) so long as no Default shall have occurred exists or would arise as a result thereof, the Borrower and be continuing Parent may repurchase, redeem, or otherwise buy back shares of Parent’s common stock in an aggregate amount not to exceed $10,000,000; provided, that, with respect to each of clauses (a) through (d) above, such Person and the Persons holding its Equity Interests are in compliance with Section 7-80-606 of the Colorado Revised Statutes, and (e) so long as no Default exists or would arise as a result from the making of such paymentthereof, the Borrower may pay cash dividends to Holdings at the Parent in an amount sufficient to allow the Parent to pay (i) reasonable audit and other accounting expenses incurred in the ordinary course of business, (ii) Taxes due and payable by the Parent to any taxing authority and reasonable expenses incurred in connection with preparation of related Tax returns and filings, (iii) reasonable and necessary expenses (including professional fees and expenses) incurred by the Parent in connection with (A) registration, public offerings and exchange listing of equity securities and maintenance of the same, (B) compliance with reporting obligations under, or in connection with compliance with, federal or state securities laws, and (C) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such times capacity, or obligations in respect of director and officer insurance (including premiums therefor), (iv) repurchases of shares of Parent’s common stock pursuant to clause (d) above in such amounts as shall be necessary an aggregate amount not to permit Holdings to dischargeexceed $10,000,000, to the extent permitted hereunder, its permitted liabilities; and (v) on and after other reasonable expenses incurred by Parent in the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as ordinary course of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingbusiness.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective common stockCommon Stock or warrants to purchase its Common Stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock; provided that no distribution referred to in this clause (ii) shall be permitted to be made by any Special Purpose Subsidiary if any Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 1,000,000 during any fiscal year, and at such times as shall be necessary in order to provide Holdings an amount of cash sufficient to enable Holdings to make payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted its Subsidiaries; , (iv) so long following the end of the fiscal year of the Borrower ending December 31, 2001, and following the end of each subsequent fiscal year, the Borrower may make Restricted Payments with respect to its Capital Stock in an amount not in excess of 50% of Excess Cash Flow for such fiscal year, provided that the prepayments required by Section 2.09(c) have previously been made and (v) any Auction Subsidiary may make Restricted Payments to THC with respect to its preferred stock and its Capital Stock, (vi) following the end of the fiscal year of the Borrower ending December 31, 2000, the Borrower may make Restricted Payments with respect to its Capital Stock in aggregate amount not to exceed the amount of any proceeds of the Lucent Financing contributed to the Borrower as a capital contribution in an amount not in excess of Excess Cash Flow generated after the date such capital contribution first occurs or, if greater, an amount not in excess of Excess Cash Flow for the fiscal year most recently ended, provided that the prepayments required by Section 2.09(c) have previously been made, (vii) the Borrower may make Restricted Payments with respect to its Capital Stock to fund the obligations of Holdings to make repurchase, redeem, acquire or retire for value any Capital Stock of Holdings held by any member or former member of the management of the Borrower and its Subsidiaries pursuant to any management equity subscription agreement, stock option agreement restricted stock agreement, put agreement or other similar arrangements, provided that (i) no Event of Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (xii) the aggregate amount of such dividend Restricted Payments shall not exceed the principal amount $10,000,000 in any fiscal year of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereonBorrower, (y) no Default has occurred and is continuing provided further that up to an aggregate of $20,000,000 of unused amounts of permitted Restricted payments during one or would result therefrom more fiscal years may be carried forward to one or more future fiscal years and (zviii) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend Borrower may make Restricted Payments with respect to repay in full the Structured Note Bridge Indebtedness then outstandingits Capital Stock for any other purpose not exceeding $10,000,000 during any fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willThe Credit Parties will not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries (the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other than securities convertible into or exchangeable for Equity Interests in the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings the Borrower may make Restricted Payments, not exceeding (A) $3,000,000 during 1,000,000 in the aggregate for any fiscal yearFiscal Year ending prior to the IPO and (B) $2,500,000 in the aggregate for any Fiscal Year ending after the IPO, pursuant to and in accordance with stock option plans or other benefit plans or agreements for management directors, officers or employees of Holdings the Borrower and the Restricted Subsidiaries; , (iv) so long any Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock, partnership or membership interests or other similar Equity Interests, ratably to the holders of such Equity Interests, (v) the Credit Parties may make payments of fees under the GI Management Agreement as in effect on the date hereof to GI Manager L.P. or its Affiliates (A) on the Closing Date in an aggregate amount not to exceed the aggregate amount of the Revolving Commitments and the Term Loan Commitments as of the Closing Date multiplied by 0.75%, and (B) upon the consummation of an IPO in an aggregate amount not to exceed the gross Cash proceeds received by the Borrower from the IPO multiplied by 1.50%; provided that at the time of and immediately after giving effect to any payment made under this clause (v), no Default or Event of Default shall have occurred and be continuing or result from the making of such paymentcontinuing, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at repurchases of Equity Interests in the Borrower or any time after the consummation Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount exercise price of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing options or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingwarrants.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of Holdings, the Borrower will, nor will they permit or any other Restricted Subsidiary to, will declare or make, or agree to pay or make, make directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except that (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries (other than the Borrower) any Subsidiary may declare and pay dividends ratably or make other distributions with respect to their its capital stock, partnership or membership interests or other similar Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests, provided that dividends paid by the Borrower to Holdings may only be paid at such times and in such amounts as shall be necessary to permit Holdings to make Restricted Payments permitted to be made by it under this paragraph (or, in the case of dividends declared, or other Restricted Payments irrevocably committed to, by Holdings, permitted at the time declared or committed to), (iii) Holdings may acquire Equity Interests upon the exercise of stock options if such Equity Interests are transferred in satisfaction of a portion of the exercise price of such options, (iv) Holdings may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Holdings in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings, and the Borrower may pay cash dividends to Holdings to fund such cash payments (and Holdings may make Restricted Payments to any parent to permit its parent to fund any such payment), (v) the Borrower may pay cash dividends to Holdings (and Holdings may make Restricted Payments to any parent to permit its parent to fund any such payment) and Holdings may use the proceeds to it of such dividends to (A) make cash Restricted Payments, not exceeding $3,000,000 during in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for management directors, officers or employees of Holdings and the Restricted Subsidiaries; provided that Holdings may purchase, redeem or otherwise acquire Equity Interests pursuant to this clause (ivv)(A) without regard to the restrictions set forth in the proviso above for consideration consisting of proceeds of key man life insurance contributed to the Borrower, (B) pay reasonable and customary corporate and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business), (C) pay franchise fees or similar taxes and fees required to maintain its corporate existence, and (D) pay director’s fees and expenses, (vi) each Subsidiary may declare and make payments or other distributions to Holdings to permit Holdings (or its direct or indirect parent) to pay taxes on behalf of Holdings and its Subsidiaries, (vii) not later than the date that is 30 days after the Effective Date, (A) the Borrower may utilize the proceeds of the Term Loans made on the Effective Date in an amount not in excess of $257,000,000 to pay a dividend to Holdings and (B) Holdings may utilize the proceeds of such dividend to make Restricted Payments, provided that no Default shall have occurred and be continuing at the time of any such Restricted Payment and Holdings shall contribute to the common equity capital of the Borrower any such proceeds received by it and not so utilized by such 30th day to make Restricted Payments, and (viii) so long as no Default shall have occurred and be continuing or result from and the making of such paymentBorrower shall, after giving effect to any Restricted Payment made in reliance on this clause (viii), be in Pro Forma Compliance with the covenants set forth in Sections 6.12 and 6.13, the Borrower may on any date pay cash dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of use the proceeds of such dividend dividends to repay it to make Restricted Payments in full an amount (without duplication), not in excess of the Structured Note Bridge Indebtedness then outstandingsum of (A) the amount of available Qualifying Equity Proceeds on such date, plus (B) the Available Basket Amount on such date plus (C) if the Leverage Ratio on such date, calculated on a Pro Forma Basis to give effect to any such Restricted Payment, is less than 3.65 to 1.00, the Available ECF Amount on such date. Notwithstanding the foregoing, so long as no Default shall have occurred and be continuing, Holdings and any of the Subsidiaries may make Restricted Payments in any amount at any time if the Leverage Ratio, calculated on a Pro Forma Basis to give effect to any such Restricted Payment at such time, is less than 2.00 to 1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (other than of the Borrower) Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 500,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and its Subsidiaries upon the Restricted Subsidiaries; (iv) death, disability or termination of employment of such or employee, director or officer, so long as no Default shall have occurred or Event of Default exists immediately prior to and be continuing or result from after giving effect to the making of such Restricted Payment, (iv) the Borrower may pay the Effective Date Dividend, so long as no Default or Event of Default exists immediately prior to and after giving effect to such payment, (v) after Borrower converts into a limited liability company pursuant to Section 6.03, so long as there exists no Event of Default, the Borrower may pay dividends or make distributions to Holdings at its members in an aggregate amount not greater than the amount necessary for such times members to pay their actual state and United States federal income tax liabilities in respect of income earned by the Borrower, after deducting any tax losses distributed to such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash members with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends prior tax periods and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay make, within ten (10) Business Days after the payment by the Borrower to the applicable Governmental Authorities of the final Conversion Tax Payment, a dividend one-time payment to Holdings so long as Terex in an amount equal to the positive difference, if any, of (xA) $16,500,000 minus (B) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingfinal Conversion Tax Payment.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings Alamosa Delaware nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Alamosa Delaware may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockCapital Stock; provided, that no distribution referred to in this clause (ii) shall be permitted to be made by any Special Purpose Subsidiary unless such distribution is in cash or in shares of its common Capital Stock pledged under the Pledge Agreement and no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) Holdings Alamosa Delaware may make Restricted Payments, not exceeding $3,000,000 1,000,000 during any fiscal year, year pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of Holdings Alamosa Delaware and the its Restricted Subsidiaries; , (iv) so long at a time, in the case of both (x) and (y) below, when there does not exist a Default (or such distribution would not cause a Default), the Borrower may make distributions to Alamosa Delaware for the sole purpose of, and in an amount sufficient to fund, the payment of (x) principal at scheduled maturity and (y) interest when due as scheduled, in each case in respect of the 12 7/8% Senior Discount Notes and the 12 1/2% Senior Notes; provided, in the case of both (x) and (y), that such payment is due or to become due within 30 days from the date of such distribution and the cash distributed is in fact utilized to meet such payment obligation, (v) if no Default shall have has occurred and be continuing or result from the making of such paymentis continuing, the Borrower may pay dividends to Holdings Alamosa Delaware and Alamosa Delaware may pay dividends, in each case at such times and in such amounts amounts, not exceeding the lesser of (A) $1,000,000 and (B) $50,000,000 minus the amount of all other Permitted Equity Proceeds Uses at such time, during any fiscal year as shall be necessary to permit Holdings each of Alamosa Delaware, APCS and Superholdings to discharge, to the extent permitted hereunder, discharge its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) if no Default has occurred and is continuing or would result therefrom continuing, Alamosa Delaware, the Borrower and the other Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed $50,000,000 minus the amount of all other Permitted Equity Proceeds Uses at such time and (zvii) immediately upon receipt thereof, Holdings shall apply all of Restricted Payments may be made on the proceeds of such dividend Restatement Effective Date as necessary to repay in full consummate the Structured Note Bridge Indebtedness then outstandingSouthwest Transactions.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) each of Holdings and the Borrower may declare and pay dividends with respect to their capital stock its common stock, payable solely in additional shares of their respective its common stock, and Holdings may declare and pay dividends with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments to Holdings to permit Holdings to make payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings, the Borrower and the Subsidiaries in an aggregate amount not to exceed $7,500,000 during any fiscal year, (iv) Holdings may (A) redeem the Qualified Preferred Stock pursuant to a conversion into common stock of Holdings and (B) make any Restricted Payments in connection with such conversion, in each case, in accordance with the terms of the Qualified Preferred Stock (v) the Borrower may make Restricted Payments to Holdings at such times and in such amounts (A) not exceeding $3,000,000 during any fiscal year, as shall be necessary to permit Holdings to discharge its corporate overhead (including franchise taxes and directors fees) and other permitted liabilities and to make payments permitted by Section 6.09 and (B) as shall be necessary to pay any taxes that are due and payable by Holdings as part of a consolidated group that includes the Borrower, to the extent that such taxes relate to the operations of the Borrower and the Subsidiaries; , (ivvi) so long as no Default shall have occurred and be continuing or would result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Datetherefrom, Holdings may declare and pay dividends in cash with respect to repurchase, redeem or retire its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year Equity Interests or make other Restricted Payments (and the Borrower may declare and pay dividends make Restricted Payments the proceeds of which are to be used by Holdings to permit Holdings effect such repurchases, redemptions or retirements or to declare and pay such dividends and redeem or repurchase Existing Senior Subordinated Notes or Senior Subordinated Notes) in an aggregate amount not to exceed (viA) at any time after in the consummation event the Net Leverage Ratio on a Pro Forma Basis as of the Structured Note Financing, last day of the most recently ended fiscal quarter of the Borrower may declare and pay a dividend for which financial statements are available is greater than or equal to Holdings so long as 2.00 to 1.00, (x) $10,000,000 minus (y) the aggregate amount of such dividend shall not exceed Restricted Payments and payments relating to the principal amount Subordinated Debt previously made pursuant to this clause (vi), (B) in the event the Net Leverage Ratio on a Pro Forma Basis as of the Structured Note Bridge Indebtedness outstanding at last day of the time such dividend most recently ended fiscal quarter of the Borrower for which financial statements are available is paid plus accrued interest thereonless than 2.00 to 1.00 and greater than or equal to 1.50 to 1.00, (x) $25,000,000 minus (y) the aggregate amount of Restricted Payments and payments relating to the Subordinated Debt previously made pursuant to this clause (vi) and (C) in the event the Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available is less than 1.50 to 1.00, (x) $40,000,000 minus (y) the aggregate amount of Restricted Payments and payments relating to the Subordinated Debt previously made pursuant to this clause (vi) and (vii) so long as no Default has shall have occurred and is be continuing or would result therefrom and (z) immediately upon receipt thereoftherefrom, Holdings shall apply all of may make Restricted Payments (and the Borrower may make Restricted Payments the proceeds of which are used by Holdings to make such dividend payments) in an aggregate amount not to repay in full the Structured Note Bridge Indebtedness then outstandingexceed $2,000,000 during any fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into to make, or agree to make any transaction the economic effect of which is substantially similar redemptions or repurchases with respect to its capital stock, or incur any Restricted Paymentobligation (contingent or otherwise) to do so, except except: (i) each of Holdings and the Borrower may declare and pay dividends make Restricted Payments and/or redemptions or repurchases with respect to their capital stock its common Equity Interests payable solely in additional shares of their respective its common stockEquity Interests, and, with respect to its preferred Equity Interests, payable solely in additional shares of such preferred Equity Interests or in shares of its common Equity Interests; (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, Equity Interests; (iii) each of Holdings and the Borrower may make Restricted PaymentsPayments and/or redemptions or repurchases with respect to its common Equity Interests, not exceeding $3,000,000 5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings Holdings, the Borrower and the its Restricted Subsidiaries; (iv) so long as no Default shall have occurred each of Holdings and be continuing or result from the making of such payment, the Borrower may pay dividends or make distributions to Holdings at the Persons holding its Equity Interests in an aggregate amount such times that such Persons may pay (x) franchise taxes and in such amounts as shall be necessary other fees, taxes and expenses to permit Holdings to dischargemaintain their legal existence and (y) federal, state and local income taxes to the extent permitted hereunderattributable to Holdings and its Subsidiaries or to the Borrower and its Subsidiaries as the case may be, provided that in all events the amounts paid pursuant to clause (y) shall be amounts sufficient to pay the direct obligations of such Persons for such taxes and obligations of the Borrower and Holdings under the Tax Sharing Agreement, provided, however, that (aa) the amounts paid under clause (y) shall not exceed the amount that would be payable, on a consolidated or combined basis, were Holdings the common parent of a separate federal consolidated group or state combined group including the Borrower and its permitted liabilitiesSubsidiaries and (bb) in the case of taxes attributable to the Unrestricted Subsidiary, an amount equal to the amount of such tax payment has been received by the Borrower from the Unrestricted Subsidiary prior to such payment being made; and (v) on and after the Leverage Target Dateso long as there exists no Event of Default, each of Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends or make distributions to Holdings the Persons holding its Equity Interests in an aggregate amount such that such Persons may pay officers, directors and corporate overhead expenses incurred in the ordinary course of business up to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the maximum aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay $2,500,000 in full the Structured Note Bridge Indebtedness then outstandingany fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective common stockits capital stock (other than Redeemable Preferred Stock), (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower or any Subsidiary may acquire the equity securities of any Subsidiary not owned by it if such purchase is otherwise permitted by this Agreement, (iv) the Borrower may make Restricted Payments to Holdings may to enable Holdings to make Restricted Payments, not exceeding $3,000,000 5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and its Subsidiaries (including for the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing purpose of repurchasing equity securities following the death, disability or result from the making termination of employment of employees or former employees of Holdings), provided that any -------- unused portion of such paymentamount in any fiscal year (without giving effect to this proviso) may be carried forward to the next fiscal year only, and (v) the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargepay for (a) corporate, administrative and operating expenses in the ordinary course of business, including payment of directors' and officers' insurance premiums, key man life insurance premiums, reasonable and customary directors' fees and fees, expenses and indemnities incurred in connection with the issuance of the Subordinated Notes and the Transactions, (b) the costs of Holdings (including all professional fees and expenses) incurred to comply with its reporting obligations under federal or state laws or under the Subordinated Note Documents or the Loan Documents or similar instruments, (c) the expenses of Holdings incurred in connection with any public offering of equity securities, the net proceeds of which were specifically intended to be received by or contributed or loaned to the extent permitted hereunderBorrower, and (d) amounts due under any tax sharing agreement under which the Borrower and its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to Subsidiaries are allocated its convertible preferred stock outstanding as proportionate share of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation actual tax liability of the Structured Note Financing, the Borrower may declare and pay affiliated group of corporations that file consolidated federal income tax returns (or that file state or local income tax returns on a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingconsolidated basis).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic obligation (contingent or otherwise) to do so, except, (x) any Loan Party may make a Permitted Holdings Dividend and (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom (including after giving effect of which is substantially similar to any Restricted Paymentthereto on a pro forma basis), except (i) each of Holdings and the Borrower Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockthe Borrowers, (iii) Holdings the Loan Parties and their Subsidiaries may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments payable solely in the form of their Equity Interests pursuant to and in accordance with employment agreements, bonus plans, stock option plans plans, or other benefit plans for management or existing, new and former management, directors, employees and consultants of Holdings the Loan Parties and the Restricted their Subsidiaries; , (iv) Holdings and its Subsidiaries may make any other Restricted Payment so long as no Default the aggregate amount of all such Restricted Payments made in reliance on this clause (iv) during the term of this Agreement shall have occurred and be continuing or result from the making of such paymentnot exceed $5,000,000, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on Holdings and its Subsidiaries may make any other Restricted Payment so long as both immediately before and after giving pro forma effect to such Restricted Payment, the Leverage Target Date, Holdings may declare and pay dividends in cash Payment Condition shall be satisfied with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends Restricted Payment and (vi) at any time after the consummation of the Structured Note FinancingHoldings may enter into, the Borrower may declare exercise its rights and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereonperform its obligations under, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingPermitted Call Spread Swap Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of Holdings, the Borrower will, nor will they permit or any other Restricted Subsidiary to, will declare or make, or agree to pay or make, make directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except that (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries (other than the Borrower) any Subsidiary may declare and pay dividends ratably or make other distributions with respect to their its capital stock, partnership or membership interests or other similar Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests, provided that dividends paid by the Borrower to Holdings may only be paid at such times and in such amounts as shall be necessary to permit Holdings to make Restricted Payments permitted to be made by it under this paragraph (or, in the case of dividends declared, or other Restricted Payments irrevocably committed to, by Holdings, permitted at the time declared or committed to), (iii) Holdings may acquire Equity Interests upon the exercise of stock options and/or stock appreciation rights and vesting and/or settlement of restricted stock and restricted stock units if such Equity Interests are transferred in satisfaction of a portion of the exercise price of such options and/or rights and/or the payment of any tax withholdings in connection with such exercise, vesting or settlement, (iv) Holdings may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Holdings in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings, and the Borrower may pay cash dividends to Holdings to fund such cash payments (and Holdings may make Restricted Payments to any parent to permit its parent to fund any such payment), (v) the Borrower may pay cash dividends to Holdings (and Holdings may make Restricted Payments to any parent to permit its parent to fund any such payment) and Holdings may use the proceeds to it of such dividends to (A) make cash Restricted Payments, not exceeding $3,000,000 during in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for management directors, officers or employees of Holdings and the Restricted Subsidiaries; provided that Holdings may purchase, redeem or otherwise acquire Equity Interests pursuant to this clause (ivv)(A) without regard to the restrictions set forth in the proviso above for consideration consisting of proceeds of key man life insurance contributed to the Borrower, (B) pay reasonable and customary corporate and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business), (C) pay franchise fees or similar taxes and fees required to maintain its corporate existence, and (D) pay director’s fees and expenses, (vi) each Subsidiary may declare and make payments or other distributions to Holdings to permit Holdings (or its direct or indirect parent) to pay taxes on behalf of Holdings and its Subsidiaries, (vii) [reserved], (viii) so long as no Default shall have occurred and be continuing or result from and the making of such paymentBorrower shall, after giving effect to any Restricted Payment made in reliance on this clause (viii), be in Pro Forma Compliance with the covenant set forth in Section 6.12, the Borrower may on any date pay cash dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of use the proceeds of such dividend dividends to repay it to make Restricted Payments in full an amount (without duplication), not in excess of the Structured Note Bridge Indebtedness then outstanding.sum of (A) the amount of available Qualifying Equity Proceeds on such date, plus (B) the Available Basket Amount on such date plus (C) if the Leverage Ratio on such date, calculated on a Pro Forma Basis to give effect to any such Restricted Payment, is less than 3.65 to 1.00, the Available ECF Amount on such date, (ix) Holdings may issue Qualified Equity Interests (or other securities or property following a merger event or other change of the Qualified Equity Interests of Holdings) (and cash in lieu of fractional shares) and otherwise perform its obligations under any Convertible Indebtedness, (x) Holdings may pay the premium in respect of, and otherwise exercise and/or perform its obligations under, any Permitted Bond Hedge Transaction and (xi) Holdings may make any Restricted Payments pursuant to the terms of, and otherwise perform its obligations under, any Permitted Warrant Transaction (including making payments and/or deliveries due upon exercise and settlement or unwinding or termination thereof). Notwithstanding the foregoing, so long as no Default shall have occurred and be continuing, Holdings and any of the Subsidiaries may make Restricted Payments in any amount at any time if the Leverage Ratio, calculated on a Pro Forma Basis to give effect to any such Restricted Payment at such time, is less than 2.00 to 1.00,

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except that (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective common its capital stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 2,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of Holdings Holdings, the Borrower and the Restricted Subsidiaries; , including the redemption or purchase of capital stock of Holdings held by former directors, management or employees of Holdings, the Borrower or any Subsidiary following termination of their employment, (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts amounts, not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, discharge its permitted liabilities; liabilities and (v) on the Borrower and the Joint Venture Holding Companies may make Restricted Payments to Holdings at such times and in such amounts (but not prior to the fifth anniversary of the date of issuance of the Cumulative Preferred Stock) as shall be necessary to enable Holdings, after the Leverage Target Datesuch fifth anniversary, Holdings may declare and to pay dividends in cash with respect on such Cumulative Preferred Stock as and when declared and payable, provided that, at the time of each Restricted Payment made in reliance upon this clause (v) and after giving pro forma effect to its convertible preferred stock outstanding as of such payment, the Amendment No. 4 Effective Date in an amount Leverage Ratio shall not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends exceed 1.50 to Holdings to permit Holdings to declare and pay such dividends and 1.00, (vi) at any time after the consummation of the Structured Note FinancingHoldings, the Borrower and the Subsidiaries may declare make Restricted Payments as and pay a dividend to the extent contemplated by the Recapitalization Agreement and (vii) Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount may make Restricted Payments on account of the Structured Note Bridge Indebtedness outstanding at purchase, redemption or repurchase of the time Cumulative Preferred Stock with the net proceeds of a substantially concurrent IPO, provided that, after giving effect to such dividend is paid plus accrued interest thereonpurchase, (y) redemption or repurchase, no Default has or Event of Default shall have occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingbe continuing.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional Equity Interests of Holdings, (ii) Subsidiaries of the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends or distributions ratably with respect to their capital stockEquity Interests, (iii) provided no Default or Event of Default is continuing or would result therefrom, Holdings and the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings Holdings, the Borrower and the Restricted its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (e) of Section 6.09, do not exceed $5,000,000 in any fiscal year, (iv) so long as provided no Default shall have occurred and be or Event of Default is continuing or would result from the making of such paymenttherefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent in an aggregate amount per fiscal year not to exceed the Borrower’s Portion of Excess Cash Flow for the immediately preceding fiscal year less the amount of other Designated Excess Cash Expenditures made with such Borrower’s Portion of Excess Cash Flow for such immediately preceding fiscal year; provided that the proceeds of such Restricted Payments are used (x) to effect Specified Investments, (y) to pay interest on Restructuring Notes or Additional Notes (provided, however, that any such dividends or distributions relating to Holdings any such cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent, to the payment of such interest when due) or (z) at such times any time on or after the second anniversary of the Closing Date and so long as the Ultimate Parent Leverage Ratio is less than or equal to 3.00 to 1.00, to effect repurchases of Restructuring Notes or Additional Notes, (v) Restricted Payments in such amounts as shall be necessary to permit Holdings make Tax Payments; provided that all Restricted Payments made pursuant to discharge, to the extent permitted hereunder, its permitted liabilities; this clause (v) on and after are used by the Leverage Target DateParent or Holdings for the purpose specified in this clause (v) within 30 days of receipt thereof, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) provided no Default has occurred and or Event of Default is continuing or would result therefrom therefrom, the Borrower may from time to time pay cash dividends or distributions to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends or distributions to the Parent, in each case in an amount not in excess of the regularly scheduled cash interest payable on the Restructuring Notes (or any Additional Notes incurred to refinance such Restructuring Notes) during the next period of ten Business Days, provided, however, that (A) any such dividends or distributions relating to any such cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent, to the payment of such interest when due, (B) to the extent the amount of any such dividend or distribution together with the aggregate amount of other dividends or distributions made pursuant to this clause (vi) during the then current fiscal year exceeds the Ultimate Parent Annual Cash Interest Amount for such fiscal year, such excess amount shall (x) reduce the amount of Restricted Payments permitted pursuant to clause (iv) above, the amount of Optional Repurchases of other Indebtedness permitted under Section 6.08(b)(vi) and the amount of Investments permitted under Sections 6.04(f) and 6.04(l), in each case, during the following fiscal year of the Borrower based on the Borrower’s Portion of Excess Cash Flow with respect to the Excess Cash Flow in respect of the then current fiscal year and (zy) immediately upon receipt thereof, Holdings shall apply all only be permitted to be paid to the extent Restricted Payments are not otherwise permitted to be paid under this Section for such purpose at such time and to the extent such amount does not exceed the amount of the proceeds anticipated Borrower’s Portion of Excess Cash Flow with respect to the Excess Cash Flow in respect of the then current fiscal year of the Borrower (to be calculated and evidenced in a manner reasonably satisfactory to the Administrative Agent) and (C) the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to the payment of any such dividend dividends or distributions pursuant to repay this clause (vi), (vii) the Borrower may make Restricted Payments to Holdings, and Holdings may, in full turn, make such Restricted Payments as part of the Structured Note Bridge Indebtedness then outstandingShared Services Transactions and (viii) provided no Default or Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent in an aggregate amount not to exceed $5,000,000 during any fiscal year of the Borrower.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings Borrower may make Restricted Payments, Payments not exceeding $3,000,000 4,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted its Subsidiaries; , (iv) so long the Borrower may pay dividends to a direct or indirect parent company at such times and in such amounts, not exceeding $2,000,000 during any fiscal year, as no shall be necessary to permit such direct or indirect parent company to pay reasonable administrative expenses incurred in the ordinary course of its business, (v) Borrower may make Restricted Payments not exceeding $5,000,000 in any fiscal year or $20,000,000 in the aggregate from the Effective Date, to repurchase Equity Interests in the Borrower owned by employees or former employees of the Borrower or the Subsidiaries pursuant to the terms of agreements (including employment agreements) with such employees, (vi) any Restricted Subsidiary may make Restricted Payments to any Restricted Subsidiary or the Borrower, to pay any Tax with respect to income attributable to the party making such Restricted Payments as the result of such party being a member of a consolidated, affiliated or unitary group (for tax purposes) that includes the Borrower as its parent, (vii) [reserved], (viii) payments made by the Borrower or any Restricted Subsidiary in respect of withholding or similar Taxes payable by any employee, director, manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options not exceeding $1,000,000 in any fiscal year of the Borrower, (ix) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (ix) and any prepayments of Indebtedness made pursuant to Section 6.08(b)(vii) not to exceed (A) if the Tier 1 Condition is satisfied, $7,500,000, plus (B) if the Tier 2 Condition is satisfied, $7,500,000; provided that any Restricted Payment otherwise permitted by clause (iii) and clauses (v) through (ix) above shall not be permitted if at the time thereof and after giving effect thereto a Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the aggregate amount exercise price of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing options or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingwarrants.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than of the Borrower) Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings and the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other benefit plans for management management, employees or Associated Employees (including former employees and former Associated Employees) of Holdings Holdings, the Borrower and the Restricted its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (g) of Section 6.09, do not exceed $15,000,000 in any fiscal year, (iv) so long as provided no Event of Default shall have occurred and be is continuing or would result from the making of such paymenttherefrom, the Borrower may pay dividends to Holdings (x) within the 30-day period prior to any payment date for interest on Permitted Holdings Debt in the amount of such interests payment and (y) at such times and any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course (other than payments in respect of Indebtedness or Restricted Payments), (v) provided no Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent, (A) in an aggregate amount not to exceed $12,500,000 during any fiscal year of the Borrower and (B) so long as the Pro Forma RP Coverage Ratio is not less than 1.05 to 1.00 and, if on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, in an aggregate amount not to exceed the Borrower's Portion of Excess Cash Flow for the immediately preceding fiscal year of the Borrower less the amount of any other Designated Excess Cash Expenditures made with such Borrower's Portion of Excess Cash Flow, (vi) Restricted Payments in amounts as shall be necessary to permit Holdings to discharge, make Tax Payments to the extent permitted hereunder, its permitted liabilitiesnot disallowed by Section 6.14; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect provided that all Restricted Payments made pursuant to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and this clause (vi) at any time after are used by the consummation Parent or Holdings for the purpose specified in clause (vi) within 30 days of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereonreceipt thereof, (yvii) provided that no Event of Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereofthat on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, Holdings shall apply all may, not later than the date that is 60 days after the date of consummation of an IPO of Holdings or the Parent, make a Restricted Payment to the Parent (x) in the case of an IPO of Holdings, in an amount equal to the portion of the proceeds Net Proceeds thereof that is neither Designated Equity Proceeds nor required by Section 2.11(c) to be applied to the prepayment of Term Loans and (y) in the case of an IPO of the Parent, provided the Allocable Net Proceeds have been contributed to, or used to purchase Equity Interests of, Holdings in accordance with Section 6.21(b), in an amount equal to the portion of such dividend Allocable Net Proceeds of such IPO that is neither Designated Equity Proceeds nor required by Section 2.11(c) to repay be applied to the prepayment of Term Loans, provided, further, however, that no Restricted Payment shall be made pursuant to this clause (vii) unless all prepayments of Term Loans required under Section 2.11(c) in full connection with any such IPO have been made and (viii) provided that no Event of Default is continuing or would result therefrom, the Structured Note Bridge Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the West Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on outstanding Qualifying Parent Indebtedness, provided, however, that (x) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by the Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Parent to the payment of such interest when due and (y) no payment of dividends may be made pursuant to this clause (viii) in respect of the West Allocable Share of cash interest on Qualifying Parent Indebtedness then outstanding.other than Base QPI unless the Borrower Interest Coverage Ratio for the period of four consecutive fiscal quarters most recently ended on or prior to the date of

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of the Borrower will, nor or any Subsidiary will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to make any Restricted Payment, except that (i) Holdings and the Borrower may declare and pay dividends make any Restricted Payments with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries (other than the Borrower) any Subsidiary may declare and pay dividends make any Restricted Payments in respect of its Equity Interests, in each case ratably with respect to their capital stockthe holders of such Equity Interests, (iii) Holdings the Borrower may redeem in whole or in part any of its Qualified Equity Interests in exchange for another class of Qualified Equity Interests or rights to acquire its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Equity Interests; provided that the terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Qualified Equity Interests are at least as favorable to the Lenders as those contained in the Qualified Equity Interests redeemed thereby, (iv) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent all or a portion of the exercise price of such options or warrants, (v) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower, (vi) so long as no Default or Event of Default has occurred, is continuing or would result therefrom, the Borrower may redeem, acquire, retire or repurchase (including through the issuance of promissory notes by the Borrower or any other Loan Party pursuant to Section 6.01(xvi)) its Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of the Borrower and its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, except with respect to non-discretionary repurchases, acquisitions, retirements or redemptions pursuant to the terms of any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreement or equity holders’ agreement, the aggregate amount of all cash and Permitted Investments paid in respect of all such Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (w) $3,000,000 plus (x) all Net Proceeds obtained by the Borrower during such calendar year from the sale of such Equity Interests to other present or former officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements (that are not treated as Qualifying Equity Proceeds) plus (y) the then available Qualifying Equity Proceeds plus (z) all net cash proceeds obtained from any key-man life insurance policies received during such calendar year, (vii) the Borrower may make Restricted PaymentsPayments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager or consultant (or their respective Affiliates, estates or immediate family members) in connection with the exercise of stock options and the vesting of restricted stock and may redeem, acquire, retire or repurchase (including through deemed repurchases) its Equity Interests from such Persons; provided that all payments made under this clause (vii) shall not exceeding exceed $3,000,000 during 7,500,000 in any fiscal calendar year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (ivviii) so long as no Default shall have occurred and be continuing or result from the making of such paymentcontinuing, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date any Restricted Payment in an amount not exceeding $40,000,000 in any fiscal year and excess of the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends sum of (A) the Available Amount and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (xB) the aggregate amount of Qualifying Equity Proceeds, in each case, immediately prior to making such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, Restricted Payment in reliance on this clause (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingviii).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic obligation (contingent or otherwise) to do so, except, (x) any Loan Party may make a Permitted Holdings Dividend and (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom (including after giving effect of which is substantially similar to any Restricted Paymentthereto on a pro forma basis), except (i) each of Holdings and the Borrower Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockthe Borrowers, (iii) Holdings the Loan Parties and their Subsidiaries may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments payable solely in the form of their Equity Interests pursuant to and in accordance with employment agreements, bonus plans, stock option plans plans, or other benefit plans for management or existing, new and former management, directors, employees and consultants of Holdings the Loan Parties and the Restricted their Subsidiaries; , (iv) Holdings and its Subsidiaries may make any other Restricted Payment, so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of all such dividend shall Restricted Payments made pursuant to this clause (iv) during any Fiscal Year does not exceed the principal amount sum of $5,000,000 plus the Cumulative Retained Excess Cash Flow Amount that is in effect immediately prior to the time of making of such Restricted Payment (provided that the use of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, Cumulative Retained Excess Cash Flow Amount to make Restricted Payments shall be subject to (yA) no Default or Event of Default has occurred and is continuing or would result therefrom be caused by the making of such Restricted Payment and (zB) immediately upon receipt thereof(x) both prior to and after giving effect to such Restricted Payment, Holdings the Senior Secured Leverage Ratio shall apply all not exceed 3.25:1.00 as of the proceeds last day of the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such dividend financial statements, as of the last Fiscal Quarter included in the financial statements referred to repay in full Section 3.04(a)) and (y) the Structured Note Bridge Indebtedness then outstandingBorrower Representative shall have delivered to the Administrative Agent a certificate of a Financial Officer of Holdings, setting forth reasonably detailed calculations demonstrating the satisfaction of the condition appearing in clause (x) above) and (v) Holdings may enter into, exercise its rights and perform its obligations under, Permitted Call Spread Swap Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Credit Agreement Party will, nor will they it permit any other Restricted Subsidiary of its Subsidiaries to (nor will it apply to the Bankruptcy Court or the Canadian Court for authority to), declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) each of Holdings and the U.S. Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and Holdings may declare and pay dividends with respect to its preferred stock payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (other than of the Borrower) U.S. Borrower may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests, (iii) Holdings the U.S. Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments to Holdings to permit Holdings to make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and its Subsidiaries that have been approved by the Restricted Subsidiaries; board of directors of Holdings in an amount during any Fiscal Year equal to the sum of (A) U.S.$1,000,000 and (B) amounts received by Holdings as a result of the sale of Equity Interests in Holdings to employees, officer, directors or consultants of Holdings, the U.S. Borrower or any Subsidiary of the U.S. Borrower since the beginning of the relevant Fiscal Year, which amounts, if not used in any Fiscal Year, may be carried forward to any subsequent Fiscal Year, (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the U.S. Borrower may pay dividends to Holdings Holdings, at such times and in such amounts (A) not exceeding U.S.$2,500,000 during any Fiscal Year, as shall be necessary to permit Holdings to dischargedischarge its corporate overhead (including franchise taxes and directors fees) and other permitted liabilities and to make payments permitted by Section 10.09 and (B) as shall be necessary to pay any taxes that are due and payable by Holdings as part of a consolidated, combined, unitary or similar group that includes the U.S. Borrower or any of its Subsidiaries, to the extent permitted hereunder, that such taxes relate to the operations of the U.S. Borrower and its permitted liabilities; Subsidiaries and so long as any refunds received by Holdings attributable to the U.S. Borrower or any of its Subsidiaries shall be promptly returned by Holdings to the U.S. Borrower and (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash without duplication as to amounts distributable with respect to its convertible preferred stock outstanding as of taxes under clause (iv) above, in the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year event that Holdings and the U.S. Borrower become pass-through or disregarded entities for U.S. federal income tax purposes, the U.S. Borrower may declare and pay dividends make Tax Distributions to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) extent that the aggregate amount of such dividend shall Tax Distributions made pursuant to this clause (v) in respect of any taxable year does not exceed the principal aggregate amount of U.S. federal, state and local income taxes that would have otherwise been payable by the Structured Note Bridge Indebtedness outstanding at U.S. Borrower for such taxable year had it remained a corporation for U.S. federal income tax purposes for such taxable year, in each case as may be approved by the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred Bankruptcy Court and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingCanadian Court.

Restricted Payments; Certain Payments of Indebtedness. (ai) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (iA) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends ratably or make other distributions with respect to their capital stockits Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (iiiC) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 30,000,000 during any fiscal yearyear of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; Subsidiaries (ivwith any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (1) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (2) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount, together with payments made pursuant to Section 7.03(h)(ii)(F), not to exceed $100,000,000 in any fiscal year in respect of dividends on the Borrower’s common or preferred stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause ‎(H), (1) no Default shall have occurred and be continuing or would result from therefrom (or, in the making case of such payment, a Restricted Payment that is necessary or advisable (as determined by the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargegood faith) for the consummation of a Limited Condition Acquisition, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding no Default exists as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and date the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay definitive acquisition agreements for such dividends Limited Condition Acquisition are entered into) and (vi2) at after giving effect to such Restricted Payment and any time after related transaction on a pro forma basis the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend Senior Secured Net Leverage Ratio shall not exceed the principal amount 2.75 to 1.00 (calculated as of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all last day of the proceeds fiscal quarter of such dividend the Borrower then most recently ended for which financial statements have been delivered pursuant to repay in full ‎Section 7.01(a) (or, prior to the Structured Note Bridge Indebtedness then outstandingfirst delivery pursuant to Section 7.01(a), Section 5.02(d)(i))).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings the Borrower may make Restricted Payments, not exceeding a cumulative aggregate amount of $3,000,000 during any fiscal year, 15,000,000 pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted its Subsidiaries; , (iv) so long as the Borrower may pay the Special Dividend, (v) the Borrower may make Restricted Payments from time to time if no Default shall have occurred and be continuing at the time such Restricted Payment is declared or result at the time such Restricted Payment is made (after giving effect thereto) in an aggregate cumulative amount equal to the sum of (x) $300,000,000 and (y) 100% of the aggregate Net Proceeds received by the Borrower from the making issuance or sale of such paymentits Equity Interests subsequent to December 31, 2003 (other than an issuance or sale to a Subsidiary and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Borrower or any of its Subsidiaries for the benefit of their employees) minus the cumulative aggregate amount of Repurchase Expenditures made in respect of Subordinated Debt or Permitted Subordinated Indebtedness pursuant to clause (v) of Section 6.08(b), (vi) the Borrower may pay dividends make Restricted Payments from time to Holdings time if no Default shall have occurred and be continuing at the time such times Restricted Payment is declared or at the time such Restricted Payment is made (and after giving effect thereto) in a cumulative aggregate amount equal to 50% of Adjusted Consolidated Net Income accrued during the period (treated as one accounting period) from December 31, 2003 to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such amounts as Restricted Payment (or, in case such Consolidated Net Income shall be necessary to permit Holdings to dischargea deficit, to the extent permitted hereunderminus 100% of such deficit), its permitted liabilities; (v) provided that no Restricted Payment may be declared or made in reliance on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and this clause (vi) at any time after when the consummation of the Structured Note Financing, Leverage Ratio is greater than 2.00 to 1.00 and (vii) the Borrower may declare and pay a dividend to Holdings so long as (x) acquire Equity Interests in the aggregate amount of such dividend shall not exceed Borrower or options with respect thereto in exchange for Equity Interests in the principal amount of Borrower or options for Equity Interests in the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingBorrower.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Other than the payment of amounts payable under the Acquisition Documents as consideration for the Acquisition (or paying a dividend to Holdings to enable Holdings to make any such payment), neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments (and the Borrower may make Restricted Payments to Holdings to enable Holdings to make such Restricted Payments), not exceeding $3,000,000 2,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted its Subsidiaries; , (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts amounts, not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to dischargepay reasonable administrative expenses incurred in the ordinary course of its business, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare make Restricted Payments (and pay dividends in cash with respect the Borrower may make Restricted Payments to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount Holdings to enable Holdings to make such Restricted Payments), not exceeding $40,000,000 5,000,000 in any fiscal year and not exceeding $10,000,000 in the aggregate during the term of this Agreement, to repurchase Equity Interests in Holdings owned by employees or former employees of the Borrower or the Subsidiaries pursuant to the terms of agreements (including employment agreements) with such employees, (vi) the Borrower may declare and pay dividends make Restricted Payments to Holdings to permit enable Holdings to declare pay management fees pursuant to the Management Agreement that are permitted to be paid pursuant to clause (c) of Section 6.09, (vii) the Borrower may make Restricted Payments to Holdings at such times and pay in such dividends amounts (but not prior to the fifth anniversary of the date of issuance of the Holdings Discount Notes) as shall be necessary to enable Holdings (A) on the fifth anniversary of the date of issuance of the Holdings Discount Notes, to redeem the amount of Holdings Discount Notes equal to the Holdings Discount Notes Redemption Amount and (viB) after such fifth anniversary, to make interest payments in cash on such Holdings Discount Notes as and when due; PROVIDED, that at any the time of and after the consummation of the Structured Note Financinggiving effect to each Restricted Payment made in reliance upon this clause (vii), the Borrower and its Restricted Subsidiaries are in compliance with the covenants contained in Sections 6.12 and 6.13 as of the end of the most recent fiscal quarter for which financial statements are available assuming that Total Debt or Total Senior Debt, as applicable, as of the last day of such quarter had been equal to the Total Debt or Total Senior Debt, as applicable, as of the date of such Restricted Payment after giving effect to such Restricted Payment, and (viii) Holdings and the Borrower may declare and pay a dividend to Holdings so long as make additional Restricted Payments for the purposes contemplated by clauses (xiii) the through (v) of this Section 6.08(a) in an aggregate amount not to exceed $5,000,000 during the term of such dividend this Agreement; PROVIDED that any Restricted Payment otherwise permitted by clause (iii) and clauses (v) through (viii) above shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding be permitted if at the time such dividend is paid plus accrued interest thereon, (y) no thereof and after giving effect thereto a Default has shall have occurred and is continuing be continuing; PROVIDED FURTHER, that the provisions of clauses (iii) through (viii) above that permit certain dividends or would result therefrom and (z) immediately upon receipt thereof, other Restricted Payments to Holdings shall apply all not be construed to permit the payment of dividends or other Restricted Payments to any other holder of Equity Interests of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingBorrower.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital its common stock or Qualified Preferred Stock payable solely in additional shares of their respective its common stockstock or Qualified Preferred Stock, or make cash payments in lieu of fractional shares, (ii) Restricted Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may declare and pay dividends ratably with respect to their capital common stock, (iii) Holdings the Borrower may make declare and pay cash dividends with respect to its common stock and effect repurchases, redemptions or other Restricted PaymentsPayments with respect to its common stock, not exceeding $3,000,000 during together in an aggregate amount in any fiscal year, pursuant year of the Borrower not to exceed 50% of Consolidated Net Income (if positive) for the immediately preceding fiscal year of the Borrower; provided that immediately prior and in accordance with stock option plans after giving effect to any such payment no Default or other benefit plans for management or employees Event of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of and, immediately after giving effect to any such payment, the Borrower shall have Revolver Availability of more than $100,000,000, (iv) the Borrower may pay cash dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding to exceed $40,000,000 60,000,000 in any fiscal year and of the Borrower may declare with respect to any Qualified Preferred Stock; provided that (x) immediately prior and pay dividends after giving effect to Holdings to permit Holdings to declare any such payment, no Default or Event of Default shall have occurred and pay such dividends be continuing and (viy) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings only so long as a Financial Covenant Effectiveness Period is then occurring, the Consolidated Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such payment, calculated on a pro forma basis as if such payment were made on the last day of such period (xand excluding any such payments previously made pursuant to this clause during such four quarter period but attributed for purposes of this calculation to the last day of a prior period which day does not occur in such four quarter period) is not less than the ratio applicable to such period of four fiscal quarters under Section 6.12, (v) the Borrower and the Subsidiaries may make Restricted Payments consisting of the repurchase or other acquisition of shares of, or options to purchase shares of, capital stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any Subsidiary (or their permitted transferees), in each case pursuant to stock option plans, stock plans, employment agreements or other employee benefit plans approved by the board of directors of the Borrower; provided that no Default has occurred and is continuing; and provided further that the aggregate amount of such dividend Restricted Payments made after the Original Restatement Effective Date shall not exceed $10,000,000, (vi) the principal amount Subsidiaries may declare and pay cash dividends to the Borrower; provided that the Borrower shall, within a reasonable time following receipt of any such payment, use all of the Structured Note Bridge Indebtedness outstanding at proceeds thereof for a purpose set forth in Section 5.10(b) or a Refinancing Amendment (including the time such dividend is paid plus accrued interest thereonpayment of dividends required or permitted pursuant to this Section 6.08(a)), (yvii) the Borrower and the Subsidiaries may declare and pay cash dividends with respect to the Equity Interests set forth on Schedule 6.08(a) to the extent, and only to the extent, required pursuant to the terms of such Equity Interests or any other agreement in effect on the Effective Date and (viii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereoftherefrom, Holdings shall apply all the Borrower may redeem or repurchase shares of the proceeds Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock (A) solely with Net Cash Proceeds received by the Borrower from issuances of its common stock after the Original Restatement Effective Date, provided that any such repurchase or redemption is effected within 150 days after the receipt of such dividend proceeds or (B) with other funds available to repay in full the Structured Note Bridge Indebtedness then outstandingBorrower if, immediately after giving effect to any such redemption or repurchase, the Borrower shall have Revolver Availability of more than $100,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iii) Holdings subject to Section 2.11(c), the Borrower and each Subsidiary may make Restricted Paymentspurchase, not exceeding $3,000,000 during any fiscal yearredeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issuance of new common Equity Interests, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (iv) so long as the Borrower and any of its Subsidiaries may make dividends, distributions or payments with respect to awards granted to current or former employees, directors or independent contractors of any Loan Party or any of its Affiliates; provided that, no such dividends, distributions or payments shall be made in cash pursuant to this clause (iv) unless (x) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall have occurred and be continuing and (y) such dividends, distributions and payments shall be made in accordance with the Borrower’s 2014 Equity and Incentive Compensation Plan, effective as of June 15, 2014 (as amended, restated or result otherwise modified from time to time, except to the making of extent any such paymentamendment, restatement or modification would be materially adverse to the Lenders) and (v) the Borrower and each Subsidiary may pay dividends to Holdings at such times and in such amounts make other Restricted Payments not otherwise permitted under this Section 6.08(a), so long as the Payment Condition shall be necessary satisfied with respect to permit Holdings to dischargesuch Restricted Payment. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the conversion by holders of (including any cash payment upon conversion), or required payment of any principal or premium on, or required payment of any interest with respect to, any Permitted Convertible Notes, in each case, in accordance with the terms of the indenture governing such Permitted Convertible Notes, shall not constitute a Restricted Payment; provided that, to the extent permitted hereunder, its permitted liabilities; both (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (xa) the aggregate amount of cash payable upon conversion or payment of any Permitted Convertible Note (excluding any required payment of interest with respect to such dividend Permitted Convertible Note and excluding any payment of cash in lieu of a fractional share due upon conversion thereof) exceeds the aggregate principal amount thereof and (b) such conversion or payment does not trigger or correspond to an exercise or early unwind or settlement of a corresponding portion of the Bond Hedge Transactions constituting Permitted Call Spread Swap Agreements relating to such Permitted Convertible Note (including, for the avoidance of doubt, the case where there is no Bond Hedge Transaction constituting a Permitted Call Spread Swap Agreement relating to such Permitted Convertible Note), the payment of such excess cash (any such payment, a “Cash Excess Payment”) shall constitute a Restricted Payment notwithstanding this clause (i); and (ii) any required payment with respect to, or required early unwind or settlement of, any Permitted Call Spread Swap Agreement, in each case, in accordance with the terms of the agreement governing such Permitted Call Spread Swap Agreement shall not constitute a Restricted Payment; provided that, to the extent cash is required to be paid under a Warrant Transaction as a result of the election of “cash settlement” (or substantially equivalent term) as the “settlement method” (or substantially equivalent term) thereunder by the Borrower (or its Affiliate) (including in connection with the exercise and/or early unwind or settlement thereof), the payment of such cash (any such payment, a “Cash Settlement Payment”) shall constitute a Restricted Payment notwithstanding this clause (ii). Notwithstanding the foregoing, the Borrower may make Restricted Payments in respect of Cash Excess Payments and/or Cash Settlement Payments so long as the Payment Condition shall be satisfied with respect thereto. Notwithstanding the foregoing, the Borrower may repurchase, exchange or induce the conversion of Permitted Convertible Notes by delivery of shares of the Borrower’s common stock and/or a different series of Permitted Convertible Notes (which series (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the indenture governing the Permitted Convertible Notes that are so repurchased, exchanged or converted and (y) has terms, conditions and covenants that are no less favorable to the Borrower than the Permitted Convertible Notes that are so repurchased, exchanged or converted (as determined by the board of directors of the Borrower, or a committee thereof, in good faith)) (any such series of Permitted Convertible Notes, “Refinancing Convertible Notes”) and/or by payment of cash (in an amount that does not exceed the principal amount proceeds received by the Borrower from the substantially concurrent issuance of shares of the Structured Note Bridge Indebtedness outstanding at Borrower’s common stock and/or a Refinancing Convertible Notes plus the time such dividend is paid plus accrued interest thereonnet cash proceeds, (y) no Default has occurred and is continuing if any, received by the Borrower pursuant to the related exercise or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all early unwind or termination of the proceeds related Permitted Call Spread Swap Agreements pursuant to the immediately following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, the Borrower shall (and, for the avoidance of doubt, shall be permitted under this Section 6.08(a) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of the Permitted Call Spread Swap Agreements, if any, corresponding to such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingPermitted Convertible Notes that are so repurchased, exchanged or converted.

Restricted Payments; Certain Payments of Indebtedness. (a. xlv) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i1) Holdings and each of the Borrower Borrowers may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional units of their respective common stocksuch preferred Equity Interests or in units of its Equity Interests, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iii) Holdings the Borrowers may make non-cash Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other incentive or benefit plans for management managers, officers or employees of Holdings the Borrowers and the their Restricted Subsidiaries; , (iv) so long as no Event of Default has occurred and is continuing, the Loan Parties may declare and make (and incur any obligation to do so) Restricted Payments with the proceeds received from, or in exchange for, the substantially concurrent issue of new shares of their common stock or other common Equity Interests, (v) so long as no Event of Default shall have occurred and be continuing or would result from the making of such paymenttherefrom, the Borrower Company may pay dividends to Holdings at honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such times and in such amounts as shall be necessary to permit Holdings to dischargeconversion, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at the Company may repurchase, redeem, defease or otherwise acquire or retire (and incur any time after the consummation obligation to do so) for value any Disqualified Stock of the Structured Note FinancingLoan Parties with the Net Proceeds from a substantially concurrent issuance of Disqualified Stock of the Loan Parties (or from the proceeds of, or in exchange for) the Borrower substantially simultaneous issuance of common Equity Interests of the Loan Parties, (vii) purchases, repurchases, redemptions or other acquisitions or retirements for value of Equity Interest deemed to occur upon the exercise of stock options, warrants, rights to acquire Equity Interest or other convertible securities if such Equity Interest represents a portion of the exercise or exchange price thereof, and the Company may declare repurchase Equity Interests issued by it deemed to occur upon the cashless exercise of the warrants issued on December 14, 2016 and pay a dividend to Holdings the cashless exercise of stock options, and (viii) the Loan Parties may make other Restricted Payments so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding Payment Conditions have been satisfied at the time such dividend Restricted Payment is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingmade.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor Unless either the Leverage Test or the Ratings Test shall be satisfied at such time and would remain satisfied after giving effect to such payment or distribution, the Borrower willwill not, nor and will they not permit any other Restricted Subsidiary of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (ivii) so long as no Default or Event of Default shall have occurred and be continuing or result from at the making time of such payment and no Default would occur as a result of making such payment, (A) the Borrower may make Restricted Payments to the extent that the aggregate amount of all such Restricted Payments in the current fiscal quarter, taken together with the aggregate amount of all such Restricted Payments in respect of such Restricted Payments in the three fiscal quarters immediately preceding such fiscal quarter, is not in excess of $100,000,000 plus 25% of Adjusted Consolidated Net Income for the four fiscal quarter period ending most recently prior to the time any such Restricted Payment is made and (B) the Borrower may pay regular dividends or distributions in respect of preferred stock issued after the date hereof, and (iii) notwithstanding the limitation in subsection (ii) above, so long as no Default or Event of Default shall have occurred and be continuing at the time of a repurchase and no Default or Event of Default would occur as a result of making that repurchase, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, repurchase its capital stock to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) that the aggregate amount since August 4, 2004, of all such payments in respect of such dividend repurchases shall not exceed $500,000,000, in addition to any repurchases allowed under subsection (ii) above. For purposes of clause (ii) above, “Adjusted Consolidated Net Income” for any period shall mean the principal amount sum, without duplication, for such period of the Structured Note Bridge Indebtedness outstanding at the Consolidated Net Income plus any special one-time or extraordinary non-cash charges deducted in calculating such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingConsolidated Net Income.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings the Borrowers and the Borrower each Subsidiary may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and, with respect to any preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iii) the US Borrower may make Restricted Payments to Holdings, and Holdings may make Restricted PaymentsPayments to Parent, in order to permit Holdings or Parent to pay for, or discharge any promissory note in respect of, the repurchase, retirement or other acquisition or retirement for value of any equity interests of Parent, Holdings or the US Borrower held by any future, present or former employee, director or consultant pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, not exceeding $3,000,000 US$5,000,000 during any fiscal year (with unused amounts in any calendar year being permitted to be carried over to the next succeeding calendar year); (iv) the US Borrower may pay management fees pursuant to the Sponsor Management Agreement so long as such fees are permitted to be paid under Section 6.09; (v) the US Borrower may make Restricted Payments to Holdings in an aggregate amount not to exceed US$20,000,000 in order to permit Holdings to make contingent payments to former stockholders of Holdings as additional consideration for the Acquisition pursuant to the Acquisition Agreement and to permit Holdings to make other payments in respect of adjustments to the merger consideration specified in the Acquisition Agreement; (vi) the US Borrower and its Subsidiaries may make Restricted Payments to Holdings, and Holdings may make Restricted Payments to Parent, in order to permit Holdings and Parent to pay (A) the tax liability for each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings and Parent attributable to Parent, Holdings, the US Borrower or its Subsidiaries, determined as if the US Borrower and its Subsidiaries filed separately, (B) operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including without imitation administrative, legal, accounting and similar expenses provided by third parties and insurance premiums for directors and officers liability insurance) and (C) franchise taxes and other fees, taxes and expenses required to maintain its corporate existence; (vii) each Subsidiary of the US Borrower may pay fees and expenses to the US Borrower for certain management services (including without limitation marketing, human resources and payroll and other financial services) provided by the US Borrower to such Subsidiary in accordance with the terms of the applicable Cellu Tissue Management Agreement; (viii) each Subsidiary of the US Borrower may pay fees and expenses to the US Borrower for certain group purchasing services provided by the US Borrower in accordance with the terms of the applicable Cellu Tissue Purchasing Agreement; (ix) the US Borrower may make Restricted Payments to Holdings in any fiscal year, pursuant and Holdings may make Restricted Payments to and Parent, in accordance order to redeem or repurchase the capital stock of Parent, Holdings or Borrower with stock option plans or other benefit plans 50% of Excess Cash Flow in an amount not to exceed, in the aggregate, 50% of Excess Cash Flow for management or employees of Holdings and the Restricted Subsidiaries; (iv) immediately proceeding year so long as at the time of such redemption or repurchase, there are no Loans outstanding under this Agreement; and (x) commencing with the fiscal year ending February 28, 2007, and each fiscal year thereafter, the US Borrower may make Restricted Payments to Holdings, and Holdings may make restricted Payments to Parent, up to an amount equal to 50% of Net Income (as defined below) for the period (treated as one accounting period) from the original issuance date of the Senior Secured Notes to the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements have been delivered to the US Administrative Agent pursuant to Section 5.01(a) or Section 5.01(b), provided that immediately prior to and after giving effect to such Restricted Payment, (A) no Loans shall be outstanding, (B) Availability shall be at least US$10,000,000 after giving effect to such payment and (C) no Default or Event of Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after US Administrative Agent shall have received a certificate from a Financial Officer certifying compliance with the consummation foregoing. For purposes of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as clause (x) above, “Net Income” means, for any period, Net Income plus (or minus) (I) any gain (or loss) realized upon the aggregate amount sale or other disposition of such dividend shall any property permitted under this Agreement that is not exceed sold or otherwise disposed of in the principal amount ordinary course of business and any gain (or loss) realized up on the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereonsale or other disposition of any equity securities of any Person permitted under this Agreement, (yII) no Default has occurred and is continuing any extraordinary gain (or would result therefrom extraordinary loss) and (zIII) immediately upon receipt thereof, Holdings shall apply all the cumulative effect of the proceeds of such dividend to repay a change in full the Structured Note Bridge Indebtedness then outstandingaccounting principles.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the each Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stockEquity Interests, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends or other distributions ratably with respect to their capital stockEquity Interests, (iii) Holdings so long as there exists no Default or Event of Default, the Borrowers may make Restricted Payments, not exceeding $3,000,000 2,000,000 during any fiscal year, pursuant to and in accordance with stock Equity Interest option plans or other benefit plans for management or employees of Holdings the Borrowers and the Restricted their Subsidiaries; , (iv) so long as there exists no Default shall have occurred or Event of Default and be continuing the Company is a "flow through" or result from the making of such payment"disregarded" entity for United States federal income tax purposes, the Borrower Company may pay dividends or make distributions to Holdings at its members in an aggregate amount not greater than the amount necessary for such times members (or, if any such member is a "flow through" or "disregarded" entity for United States federal income tax purposes, the members of such member) to pay their actual state and United States federal, state and local income tax liabilities in such amounts as shall be necessary to permit Holdings to dischargerespect of income earned by the Borrowers, to the extent permitted hereunder, its permitted liabilities; and (v) on and after the Leverage Target Date, Holdings may declare and Company shall be permitted to pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay distributions; provided, that such dividends and distribution shall only be permitted if (vi1) at there exists no Default or Event of Default, (2) the Fixed Charge Coverage Ratio for the Borrowers (after giving effect to such dividend and distribution) would 120 not be less than 1.25 to 1 for the most recently completed twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such dividends and distributions occurred on the first day of such applicable period, and (3) immediately after giving effect to the payment of any time after such dividends and distributions and for the consummation next succeeding twelve month period, Availability will not be less than $40,000,000 on a pro forma basis (calculated in a manner acceptable to the Administrative Agent and assuming all past due accounts payable of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding Borrowers have been paid in full in cash at the time of such dividend is paid plus accrued interest thereon, (y) payment and no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all accounts payable of the proceeds of Borrowers are allowed to become past due during such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingtwelve month period thereafter).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and each of the Borrower and Holdings may declare and pay dividends with respect to their capital stock its common stock, payable solely in additional shares of their respective its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries may make Restricted Subsidiaries (other than the Borrower) may declare and pay dividends Payments ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests, (iii) the Borrower may make Restricted Payments to the extent necessary to permit Holdings to, and the Borrower or Holdings may make Restricted Payments, not exceeding $3,000,000 during in respect of the purchase, repurchase, retirement or other acquisition for value of Equity Interests of Holdings or Crunch LLC owned by employees, former employees, directors, former directors, consultants or former consultants of Holdings, the Borrower or any fiscal year, Subsidiaries pursuant to and in accordance with equity and compensation arrangements, including stock option plans or other benefit plans plans, in an aggregate amount equal to (A) $5,000,000 during any fiscal year (provided that (1) the amount of Restricted Payments permitted to be made in respect of any fiscal year shall be increased by the unused amount of Restricted Payments that were permitted to be made during the two immediately preceding fiscal years and (2) Restricted Payments made pursuant to this clause (A) in any fiscal year shall be deemed to use, first, the amount for management or employees of Holdings such fiscal year, and second, any amount carried forward to such fiscal year pursuant to the Restricted Subsidiaries; preceding clause (iv1) (it being understood that any amounts not used in any fiscal year carried forward pursuant to the preceding clause (1) may be carried forward for two fiscal years and no further)) plus (B) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereoftherefrom, Holdings shall apply all of the proceeds of "key-person" life insurance policies with respect to such dividend Person received by the Borrower or Holdings, plus (C) amounts contributed by Holdings in exchange for common equity of the Borrower as a result of sales of Equity Interests to repay employees, officers, directors or consultants of Holdings, the Borrower or any Subsidiary, (iv) so long as no Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Payments to the extent necessary to permit it or Holdings to, and the Borrower or Holdings may make, payments of or on account of monitoring or management or similar fees payable to the Permitted Investors or their Affiliates in full an aggregate amount in any fiscal year not in excess of $1,000,000 (plus any reasonable out-of-pocket expenses in connection therewith), (v) the Structured Note Bridge Indebtedness then outstandingBorrower may make Restricted Payments to Holdings, and the Borrower or Holdings may make, at such times and in such amounts, Restricted Payments (A) not exceeding $1,500,000 during any fiscal year, as shall be necessary to permit Holdings and its parent companies to discharge their respective corporate overhead (including franchise taxes and director fees) and permitted liabilities, (B) as shall be necessary to pay any taxes that are due and payable by Holdings as part of a consolidated group that includes the Borrower and (C) as shall be necessary to make any scheduled cash interest and principal payments as and when due in respect of Additional Debt Securities issued by Holdings as permitted under Section 6.01(b)(v), if any, and (vi) concurrently with the issuance of Qualified Capital Stock of Holdings, Holdings may redeem, purchase or retire any Equity Interests of Holdings using the proceeds of, or convert or exchange any Equity Interests of Holdings for, such Qualified Capital Stock of Holdings.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willMTS will not, nor will they it permit any other Restricted Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (ii) Restricted Payments may be made to holders of minority interests in Subsidiaries in connection with the elimination of such minority interests in the Reorganization, (iii) Holdings MTS may make (x) Restricted PaymentsPayments in cash, not exceeding $3,000,000 US$5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings MTS and the Subsidiaries and (y) non-cash Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends Payments pursuant to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargeaccordance with stock option plans or other benefit plans for management or employees of MTS and the Subsidiaries, to the extent permitted hereunder, its permitted liabilities; (viii) on and after the Leverage Target Date, Holdings MTS or any Subsidiary may declare and pay dividends payable solely in cash with respect shares of its own common stock and (iv) MTS may make Restricted Payments in amounts necessary (A) to its convertible preferred stock outstanding as enable the Trusts or any settlors or beneficiaries of the Amendment No. 4 Effective Date Trusts to meet tax obligations resulting from activities of the Trusts (to the extent the Trusts are engaged in such activities on the date hereof) and (B) to pay annual insurance premiums on the US$100,000,000 life insurance policy on the lives of Xxxxxxx and Xxxxx Xxxxxxx, and in the event of any distribution to MTS in respect of such life insurance policy as a return of insurance policy premiums paid by MTS, MTS may make a Restricted Payment to the Parent in an amount not exceeding $40,000,000 in any fiscal year and to exceed the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandinginsurance policy premiums paid.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willThe Transaction Parties will not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower Transaction Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted the Borrower Subsidiaries (may declare and pay dividends ratably with respect to their capital stock and the Subsidiaries other than the Borrower) Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date Subsidiaries in an amount not exceeding $40,000,000 in during any fiscal year and of Holdings (A) $2,000,000 plus (B) the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as amount by which (x) the aggregate product of $2,000,000 and the number of complete fiscal years during the period from and after the Effective Date to but excluding the date of such Restricted Payment exceeds (y) the amount of all such dividend Restricted Payments made during such fiscal years plus (C) the aggregate cash consideration received by the Borrower during the period from and after the Effective Date to but excluding the date of such Restricted Payment from the sale or issuance of common stock to management or employees of the Borrower to the extent such cash consideration was not previously taken into account in connection with any Restricted Payment under this clause (iii), provided all such Restricted Payments made under this clause (iii) shall not exceed $8,000,000 in the principal amount aggregate plus any amounts permitted under sub-clause (iii) (C) during the term of this Agreement, (iv) the Borrower and Hechinger Stores may pay dividends or make loans to Hechinger to the extent necessary to enable Hechinger to redeem or purchase any portion of the Structured Note Bridge Indebtedness outstanding at Existing Hechinger Public Debt to the time extent that the Borrower or Hechinger Stores would have been permitted to redeem or repurchase such dividend is paid plus accrued interest thereon, Existing Hechinger Public Debt pursuant to clause (yb)(iii) no Default has occurred and is continuing or would result therefrom below and (zv) immediately upon receipt thereof, Holdings shall apply all any of the proceeds Transaction Parties or Subsidiaries may pay dividends to enable payment of such dividend to repay fees and other amounts owing under any of the transactions specified in full the Structured Note Bridge Indebtedness then outstandingSchedule 6.08.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than of the Borrower) Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings and the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other benefit plans for management management, employees or Associated Employees (including former employees and former Associated Employees) of Holdings Holdings, the Borrower and the Restricted its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (f) of Section 6.09, do not exceed $15,000,000 in any fiscal year, (iv) so long as provided no Event of Default shall have occurred and be is continuing or would result from the making of such paymenttherefrom, the Borrower may pay dividends to Holdings (x) within the 30-day period prior to any payment date for interest on Permitted Holdings Debt and any Put Financing Indebtedness of Holdings (contingent or otherwise) in the amount of such interest payment and (y) at such times and any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course (other than payments in respect of Indebtedness or Restricted Payments), (v) provided no Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent, (A) in an aggregate amount not to exceed $12,500,000 during any fiscal year of the Borrower and (B) so long as the Pro Forma RP Coverage Ratio is not less than 1.05 to 1.00 and, if on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, in an aggregate amount not to exceed the Borrower's Portion of Excess Cash Flow for the immediately preceding fiscal year of the Borrower less the amount of any other Designated Excess Cash Expenditures made with such Borrower's Portion of Excess Cash Flow, (vi) Restricted Payments in amounts as shall be necessary to permit Holdings to discharge, make Tax Payments to the extent permitted hereunder, its permitted liabilitiesnot disallowed by Section 6.14; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect provided that all Restricted Payments made pursuant to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and this clause (vi) at any time after are used by the consummation Parent or Holdings for the purpose specified in clause (vi) within 30 days of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereonreceipt thereof, (yvii) provided that no Event of Default has occurred and is continuing or would result therefrom therefrom, the Borrower may pay dividends to Holdings, and Holdings may, in turn, pay such dividends to the Parent to enable RHD Corp. to (A) repurchase its common stock and (B) pay cash dividends on its common stock, in an aggregate amount for the preceding clauses (A) and (B) during any fiscal year not to exceed, if the Leverage Ratio (determined on a pro forma basis after giving effect to such Restricted Payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such Restricted Payment is (w) greater than 4.00 to 1.0, 10% of Excess Cash Flow for the previous year, (x) greater than 3.50 to 1.0 but less than or equal to 4.00 to 1.0, 20% of Excess Cash Flow for the previous year, (y) greater than 3.00 to 1.0 but less than or equal to 3.50 to 1.0, 30% of Excess Cash Flow for the previous year and (z) immediately upon receipt thereofless than 3.00 to 1.0, 50% of Excess Cash Flow for the previous year, (viii) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the regularly scheduled cash interest payable during the next period of 30 days on any Put Financing Indebtedness of Parent and any Qualifying Parent Indebtedness, provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by the Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Parent to the payment of such interest when due and (B) in the case of Qualifying Parent Indebtedness, no payment of dividends may be made pursuant to this clause (viii) in respect of the cash interest on such Indebtedness other than Base QPI unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such dividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than 1.75 to 1.00, (ix) the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the amount necessary to repurchase the Existing Parent Notes pursuant to the Change in Control Offers, (x) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the RHD Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on the outstanding Indebtedness of RHD Corp., provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by RHD Corp. and the proceeds must (except to the extent prohibited by applicable subordination provisions, if any) be applied by RHD Corp. to the payment of such interest when due, (B) no payment of dividends may be made pursuant to this clause (x) in respect of the RHD Allocable Share of cash interest on such Indebtedness other than Base RHD Indebtedness unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such dividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than 1.75 to 1.00 and (C) at the time of the incurrence of such Indebtedness (other than Base RHD Indebtedness outstanding on the Restatement Effective Date), and after giving effect thereto, the RHD Leverage Ratio shall apply all not have exceeded 7.25 to 1.00, (xi) the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the proceeds of the Tranche B-1 Term Loans made on or after the Restatement Effective Date, provided, however, that such dividend proceeds must be applied to repay consummate the Parent Acquisition in full accordance with the Structured Note Bridge Merger Agreement, to redeem Existing Notes pursuant to any Change in Control Offers and/or, in an amount not to exceed $50,000,000, for general corporate purposes, and (xii) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent in an aggregate amount not to exceed $135,000,000; provided, however, that any such dividends are used solely to pay (A) cash interest on any Indebtedness then outstandingof RHD Corp., any Put Financing Indebtedness of Parent or any Qualifying Parent Indebtedness, (B) Shared Services Payments (notwithstanding the 30-day period payment requirement contained in Section 6.22(c) or referred to in the definition thereof) or (C) fees and expenses in connection with the Parent Acquisition.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic obligation (contingent or otherwise) to do so, except, (x) any Loan Party may make a Permitted Holdings Dividend and (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom (including after giving effect of which is substantially similar to any Restricted Paymentthereto on a pro forma basis), except (i) each of Holdings and the Borrower Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockthe Borrowers, (iii) Holdings the Loan Parties and their Subsidiaries may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments payable solely in the form of their Equity Interests pursuant to and in accordance with employment agreements, bonus plans, stock option plans plans, or other benefit plans for management or existing, new and former management, directors, employees and consultants of Holdings the Loan Parties and the Restricted their Subsidiaries; , (iv) Holdings and its Subsidiaries may make any other Restricted Payment so long as no Default the aggregate amount of all such Restricted Payments made in reliance on this clause (iv) during the term of this Agreement shall have occurred and be continuing or result from the making of such paymentnot exceed $5,000,000, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on Holdings and after the Leverage Target Date, Holdings its Subsidiaries may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in make any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings other Restricted Payment so long as (xA) the aggregate amount of such dividend Restricted Payments made in reliance on this clause (v) during the term of this Agreement shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom $30,000,000 and (zB) both immediately upon receipt thereofbefore and after giving pro forma effect to such Restricted Payment, the Payment Condition shall be satisfied with respect to such Restricted Payment and (vi) Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingmay enter into, exercise its rights and perform its obligations under, Permitted Call Spread Swap Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the ------------------------------------------------------ The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Capital Stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockCapital Stock, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; , in an aggregate amount not in excess of (A) Equity Proceeds and Conversion Proceeds received after the date hereof and not applied to any other Designated Equity Proceeds Use plus (B) to the extent not made with such Equity Proceeds or Conversion Proceeds, $5,000,000 during any 12-month period, (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargemay, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as provided that no Event of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom therefrom, pay cash dividends in respect of its Series B Preferred Stock and (zv) immediately upon receipt thereof, Holdings shall apply all the Borrower may purchase or otherwise retire any Capital Stock of the proceeds Borrower to the extent necessary (as determined in good faith by a majority of the disinterested members of the Board of Directors of the Borrower, whose determination shall be conclusive) to prevent the loss, or to secure the reinstatement, of any material license or franchise held by the Borrower or any Restricted Subsidiary from any Governmental Authority, provided that (A) the -------- Borrower shall notify the Administrative Agent of any purchases or retirements pursuant to this clause (v) in an amount greater than $5,000,000 and (B) such dividend to repay purchases or retirements shall not result in full the Structured Note Bridge Indebtedness then outstandinga Material Adverse Effect.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and each of the Borrower Borrowers may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional units of their respective common stocksuch preferred Equity Interests or in units of its Equity Interests, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iii) Holdings the Borrowers may make non-cash Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other incentive or benefit plans for management managers, officers or employees of Holdings the Borrowers and the their Restricted Subsidiaries; , (iv) so long as no Event of Default has occurred and is continuing, the Loan Parties may declare and make (and incur any obligation to do so) Restricted Payments with the proceeds received from, or in exchange for, the substantially concurrent issue of new shares of their common stock or other common Equity Interests, (v) so long as no Event of Default shall have occurred and be continuing or would result from the making of such paymenttherefrom, the Borrower Company may pay dividends to Holdings at honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such times and in such amounts as shall be necessary to permit Holdings to dischargeconversion, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at the Company may repurchase, redeem, defease or otherwise acquire or retire (and incur any time after the consummation obligation to do so) for value any Disqualified Stock of the Structured Note FinancingLoan Parties with the Net Proceeds from a substantially concurrent issuance of Disqualified Stock of the Loan Parties (or from the proceeds of, or in exchange for) the Borrower substantially simultaneous issuance of common Equity Interests of the Loan Parties, (vii) purchases, repurchases, redemptions or other acquisitions or retirements for value of Equity Interest deemed to occur upon the exercise of stock options, warrants, rights to acquire Equity Interest or other convertible securities if such Equity Interest represents a portion of the exercise or exchange price thereof, and the Company may declare repurchase Equity Interests issued by it deemed to occur upon the cashless exercise of the warrants issued on December 14, 2016 and pay a dividend to Holdings the cashless exercise of stock options, and (viii) the Loan Parties may make other Restricted 105 Payments so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding Payment Conditions have been satisfied at the time such dividend Restricted Payment is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingmade.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends or other distributions with respect to their capital stock its Capital Stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockCapital Stock, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; , in an aggregate amount not in excess of (A) Equity Proceeds and Conversion Proceeds received after the date hereof and not applied to any other Designated Equity Proceeds Use plus (B) to the extent not made with such Equity Proceeds or Conversion Proceeds, $5,000,000 during any 12-month period and (iv) so long the Borrower may purchase or otherwise retire any Capital Stock of the Borrower to the extent necessary (as no Default determined in good faith by a majority of the disinterested members of the Board of Directors of the Borrower, whose determination shall have occurred be conclusive) to prevent the loss, or to secure the reinstatement, of any material license or franchise held by the Borrower or any Restricted Subsidiary from any Governmental Authority, provided that (A) the Borrower shall notify the Administrative Agent of any purchases or retirements pursuant to clause (iv) preceding in an amount greater than $5,000,000 and (B) such purchases or retirements shall not result in a Material Adverse Effect; provided that the issuance of preferred stock of the Borrower pursuant to the Confirmed Plan of Reorganization and as contemplated in the Disclosure Statement and the accretion of the liquidation preference thereunder shall not be continuing deemed to be the incurrence of an obligation to make a Restricted Payment or result from the making of such payment, a Restricted Payment by the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as for purposes of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingthis Section 6.09.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than of the Borrower) Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings and the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other benefit plans for management management, employees or Associated Employees (including former employees and former Associated Employees) of Holdings Holdings, the Borrower and the Restricted its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (f) of Section 6.09, do not exceed $15,000,000 in any fiscal year, (iv) so long as provided no Event of Default shall have occurred and be is continuing or would result from the making of such paymenttherefrom, the Borrower may pay dividends to Holdings (x) within the 30-day period prior to any payment date for interest on Permitted Holdings Debt and any Put Financing Indebtedness of Holdings (contingent or otherwise) in the amount of such interest payment and (y) at such times and any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course (other than payments in respect of Indebtedness or Restricted Payments), (v) provided no Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent, (A) in an aggregate amount not to exceed $12,500,000 during any fiscal year of the Borrower and (B) so long as the Pro Forma RP Coverage Ratio is not less than 1.05 to 1.00 and, if on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, in an aggregate amount not to exceed the Borrower's Portion of Excess Cash Flow for the immediately preceding fiscal year of the Borrower less the amount of any other Designated Excess Cash Expenditures made with such Borrower's Portion of Excess Cash Flow, (vi) Restricted Payments in amounts as shall be necessary to permit Holdings to discharge, make Tax Payments to the extent permitted hereunder, its permitted liabilitiesnot disallowed by Section 6.14; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect provided that all Restricted Payments made pursuant to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and this clause (vi) at any time after are used by the consummation Parent or Holdings for the purpose specified in clause (vi) within 30 days of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereonreceipt thereof, (yvii) provided that no Event of Default has occurred and is continuing or would result therefrom therefrom, the Borrower may pay dividends to Holdings, and Holdings may, in turn, pay such dividends to the Parent to enable RHD Corp. to (A) repurchase its common stock and (B) pay cash dividends on its common stock, in an aggregate amount for the preceding clauses (A) and (B) during any fiscal year not to exceed, if the Leverage Ratio (determined on a pro forma basis after giving effect to such Restricted Payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such Restricted Payment is (w) greater than 4.00 to 1.0, 10% of Excess Cash Flow for the previous year, (x) greater than 3.50 to 1.0 but less than or equal to 4.00 to 1.0, 20% of Excess Cash Flow for the previous year, (y) greater than 3.00 to 1.0 but less than or equal to 3.50 to 1.0, 30% of Excess Cash Flow for the previous year and (z) immediately upon receipt thereofless than 3.00 to 1.0, 50% of Excess Cash Flow for the previous year, (viii) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the West Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on any Put Financing Indebtedness of Parent and any Qualifying Parent Indebtedness, provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by the Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Parent to the payment of such interest when due and (B) in the case of Qualifying Parent Indebtedness, no payment of dividends may be made pursuant to this clause (viii) in respect of the West Allocable Share of cash interest on such Indebtedness other than Base QPI unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such dividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than 1.75 to 1.00, (ix) the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the amount necessary to repurchase the Existing Parent Notes pursuant to the Change in Control Offers, (x) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the RHD Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on the outstanding Indebtedness of RHD Corp., provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by RHD Corp. and the proceeds must (except to the extent prohibited by applicable subordination provisions, if any) be applied by RHD Corp. to the payment of such interest when due, (B) no payment of dividends may be made pursuant to this clause (x) in respect of the RHD Allocable Share of cash interest on such Indebtedness other than Base RHD Indebtedness unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such dividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than 1.75 to 1.00 and (C) at the time of the incurrence of such Indebtedness (other than Base RHD Indebtedness outstanding on the Restatement Effective Date), and after giving effect thereto, the RHD Leverage Ratio shall apply all not have exceeded 7.25 to 1.00, and (xi) the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the proceeds of the Tranche B-1 Term Loans made on or after the Restatement Effective Date, provided, however, that such dividend proceeds must be applied to repay consummate the Parent Acquisition in full accordance with the Structured Note Bridge Indebtedness then outstandingMerger Agreement and/or to redeem Existing Notes pursuant to any Change in Control Offers.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willParent will not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (i) Holdings and the Borrower Parent may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares Equity Interests (other than Disqualified Stock) of their respective common stockParent, (ii) any Restricted Subsidiaries (other than the Borrower) Subsidiary may declare and pay dividends ratably or make other distributions with respect to their capital stockits Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to Parent and the Restricted Subsidiaries), (iii) Holdings Parent may make Restricted Payments, not exceeding $3,000,000 5,000,000 during any fiscal yearyear of Parent, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings Parent and the Restricted Subsidiaries; Subsidiaries (with any unused amount available in the following fiscal year only), (iv) so long as Parent may repurchase Equity Interests upon the exercise of stock options, deferred stock units, performance units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units, performance units or restricted shares, (v) Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Parent in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in Parent, (vi) Parent may make other Restricted Payments, provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (vi), (A) no Event of Default shall have occurred and be continuing or result from continuing, (B) after giving effect to such Restricted Payment and any related transaction on a Pro Forma Basis the making of such payment, the Borrower may pay dividends Total Leverage Ratio shall not exceed 4.00 to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; 1.00 (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding calculated as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation last day of the Structured Note Financingfiscal quarter of Parent then most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b)), the Borrower may declare and pay a dividend to Holdings so long as (xC) the aggregate amount of such dividend repurchase or other Restricted Payment shall not exceed the principal amount Available Amount as of the Structured Note Bridge Indebtedness outstanding date thereof and (D) Parent shall have delivered to the Administrative Agent a certificate of a Financial Officer of Parent in form reasonably satisfactory to the Administrative Agent conforming compliance with this clause (vi), including computations demonstrating compliance with the requirement set forth in the foregoing subclause (vi)(B), (vii) Parent may make other Restricted Payments, provided that at the time of and immediately after giving effect to any such dividend is paid plus accrued interest thereonRestricted Payment referred to in this clause (vii), (yA) no Event of Default shall have occurred and be continuing, (B) after giving effect to such Restricted Payment and any related transaction on a Pro Forma Basis the Total Leverage Ratio shall not exceed 2.50 to 1.00 (calculated as of the last day of the fiscal quarter of Parent then most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b)) and (C) Parent shall have delivered to the Administrative Agent a certificate of a Financial Officer of Parent in form reasonably satisfactory to the Administrative Agent conforming compliance with this clause (vii), including computations demonstrating compliance with the requirement set forth in the foregoing subclause (vii)(B), (viii) so long as no Event of Default has occurred and is continuing or would result therefrom continuing, Parent may declare and make Restricted Payments in an aggregate amount not to exceed $15,000,000 in any fiscal quarter in respect of dividends on Parent’s common stock, and (zix) immediately upon receipt thereof, Holdings shall apply all of Parent and its Restricted Subsidiaries may make other Restricted Payments in an amount not to exceed $100,000,000 in the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingaggregate.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends make Restricted Payments with respect to their capital stock its Equity Interest payable solely in additional shares of their respective common stockits Equity Interests, (ii) each Restricted Subsidiaries (other than Subsidiary may make Restricted Payments to the Borrower) may declare and pay dividends holders of its Equity Interests ratably with respect to their capital stocksuch Equity Interests, (iii) Holdings may make Restricted Paymentsrepurchases of Equity Interests (1) constituting fractional shares or (2) deemed to occur upon exercise of stock options or warrants or other securities convertible or exchangeable into Equity Interests if such Equity Interests represent all or a portion of the exercise price of such options or warrants, (iv) repurchases of common Equity Interests of the Borrower not exceeding to exceed in the aggregate $3,000,000 during 5,000,000, (v) repurchases or redemptions of preferred stock using the Net Proceeds of any fiscal yearissuance of common stock (which, for the avoidance of doubt, shall exclude any conversion of Indebtedness to Equity Interests) of the Borrower in an aggregate amount not to exceed $50,000,000; provided that no repurchase or redemptions of preferred stock pursuant to this clause (v) shall be permitted unless the Borrower shall have first made or offered in writing to make (or shall make or offer in writing to make concurrently with such repurchase or redemption) a Specified Prepaymentvoluntary prepayment of an amount of Loans in a principal amount at least equal to the face amount of preferred stock being repurchased, and such prepayment shall be subject to a prepayment premium equal to (x) until the Borrower has prepaid the Loans after the First Amendment Effective Date pursuant to mandatory or voluntary prepayments in an aggregate principal amount of at least $150,000,000, 1.0% and (y) thereafter, the lesser of (1) 6.0% and (2) the applicable Prepayment Premium calculated in accordance with stock option plans Section 2.06(c) as if the Loans had been prepaid pursuant to Section 2.06(a), (vi) regularly scheduled dividends on Series B Preferred Stock and Series C Preferred Stock (or any Permitted Refinancing thereof) at a cash coupon rate not to exceed 7.00% per annum, plus(vii) regularly scheduled dividends on other benefit plans for management or employees preferred Equity Interests of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; incurred or deemed incurred under Section 6.01(a)(xxv)(c) and (vviiviii) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date other Restricted Payments in an amount not exceeding $40,000,000 to exceed in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstanding$5,000,000.

Restricted Payments; Certain Payments of Indebtedness. (ai) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (iA) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends ratably or make other distributions with respect to their capital stockits Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (iiiC) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 30,000,000 during any fiscal yearyear of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; Subsidiaries (ivwith any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (1) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (2) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount, together with payments made pursuant to Section 7.03(h)(ii)(F), not to exceed $125,000,000 in any fiscal year in respect of dividends on the Borrower’s common or preferred stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result from therefrom (or, in the making case of such payment, a Restricted Payment that is necessary or advisable (as determined by the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargegood faith) for the consummation of a Limited Condition Acquisition, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding no Default exists as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and date the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay definitive acquisition agreements for such dividends Limited Condition Acquisition are entered into) and (vi2) at after giving effect to such Restricted Payment and any time after related transaction on a pro forma basis the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend Senior Secured Leverage Ratio shall not exceed the principal amount 3.0 to 1.00 (calculated as of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all last day of the proceeds fiscal quarter of such dividend the Borrower then most recently ended for which financial statements have been delivered pursuant to repay in full the Structured Note Bridge Indebtedness then outstandingSection 7.01(a)).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither None of Parent, Intermediate Holdings, Holdings nor the Borrower will, nor will they Parent permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (ii) Parent may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests, (iii) Parent may (and Intermediate Holdings, Holdings and the Borrower may make Restricted Payments so that Parent may), make Restricted Payments, not exceeding $3,000,000 5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or compensation arrangements approved by TopCo’s or Parent’s board of directors for management or employees of Parent, the Borrower and the Subsidiaries, (iv) Parent may (and Intermediate Holdings, Holdings and the Borrower may make Restricted Payments so that Parent may) make Restricted Payments at such times and in such amounts, (A) not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit TopCo, Parent and the Subsidiaries (other than the Borrower and its subsidiaries) to discharge their general corporate and overhead expenses (including franchise taxes and directors fees and director and officer indemnification obligations) incurred in the ordinary course, and (B) to pay its Tax liabilities directly attributable to (or arising as a result of) the operations of Parent, the Borrower and the Subsidiaries; , provided that (1) the aggregate amount of Restricted Payments made pursuant to clause (B) of this clause (iv) so long shall not exceed the amount that Parent, the Borrower or the Subsidiaries, as applicable, would be required to pay in respect of federal, state and local taxes were Parent, the Borrower or the Subsidiaries to pay such taxes as stand-alone taxpayers, (2) all Restricted Payments made to Parent, the Borrower or the Subsidiaries, pursuant to this clause (iv) shall be used by Parent, the Borrower or the Subsidiaries, as applicable, for the purposes specified herein within three Business Days after their respective receipt thereof and (3) other than in the case of clause (B) of this clause (iv), no Event of Default shall have occurred and be continuing or would result from the making of such paymenttherefrom, (v) Parent may (and the Borrower and the Subsidiaries may pay dividends to Holdings make Restricted Payments so that Parent may) make Restricted Payments, at such times and in such amounts as shall be are necessary to permit Holdings make payments of or on account of (A) monitoring or management or similar fees or transaction fees and (B) reimbursement of out-of pocket costs and expenses incurred in connection with monitoring, management or similar services, in each case to discharge, the Sponsor or any Sponsor Affiliate to the extent permitted hereundernot prohibited by Section 6.09, its permitted liabilities; (v) on provided that no Event of Default shall have occurred and after the Leverage Target Datebe continuing or would result therefrom, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing continuing, Parent may (and the Borrower and the Subsidiaries may make Restricted Payments so that Parent may) make Restricted Payments in an aggregate amount not to exceed the sum of (A) the aggregate amount of Net Proceeds of issuances of, or would result therefrom capital contributions in respect of existing, Qualified Equity Interests (other than in connection with the exercise of a Cure Right) that are Not Otherwise Applied and (zB) immediately upon receipt thereof, Holdings shall apply all if the Leverage Ratio as of the proceeds date that is 10 Business Days after the last day of the most-recently ended four fiscal quarter period in respect of which financial statements shall have been delivered under Section 5.01(a) or (b) or a related certificate of a Financial Officer of Parent shall have been delivered pursuant to Section 5.01(c), determined on a Pro Forma Basis after giving effect to such dividend Restricted Payments, is less than or equal to repay in full 4.00 to 1.00, the Structured Note Bridge Indebtedness then outstandingamount of Cumulative Excess Cash Flow that is Not Otherwise Applied.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor The Parent, CCI and the Borrower willwill not, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Parent may declare and pay dividends with respect to their capital stock its Capital Stock payable solely in additional shares of their respective its common stockstock or Non-Cash Pay Preferred Stock, (ii) Restricted Subsidiaries (other than the BorrowerBorrower and CCI) may declare and pay dividends and make distributions ratably with respect to any Class of their capital stockCapital Stock, (iii) Holdings the Parent may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of Holdings the Parent and the Restricted Subsidiaries; , in an aggregate amount not in excess of (A) Equity Proceeds and Conversion Proceeds received after the date hereof and within 90 days of such Restricted Payment and not applied to any other Designated Equity Proceeds Use plus (B) to the extent not made with such Equity Proceeds or Conversion Proceeds, $2,000,000 during any fiscal year, (iv) so long as no Event of Default shall have occurred exists or would result therefrom, the Parent may pay regular required cash dividends on New Preferred Stock and be continuing (v) so long as no Default exists or would result from the making of such paymenttherefrom, the Borrower may pay cash dividends to Holdings CCI, and CCI may pay cash dividends to the Parent, at such times and in such amounts as shall may be necessary to permit Holdings the Parent to discharge, make payment of regular required cash dividends on New Preferred Stock and the Parent and CCI to the extent service their Indebtedness permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare hereunder and pay dividends their other liabilities incurred in cash with respect to its convertible preferred stock outstanding as the ordinary course of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingbusiness.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital its common stock or Qualified Preferred Stock payable solely in additional shares of their respective its common stockstock or Qualified Preferred Stock, or make cash payments in lieu of fractional shares, (ii) Restricted Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may declare and pay dividends ratably with respect to their capital common stock, (iii) Holdings may make the Borrower may, at any time on or after March 2, 2013, declare and pay cash dividends with respect to its common stock and effect repurchases, redemptions or other Restricted PaymentsPayments with respect to its common stock, in an aggregate cumulative amount for all such Restricted Payments not exceeding $3,000,000 to exceed a cumulative amount equal to 50% of Consolidated Net Income (if positive) during any the period (treated as one accounting period) commencing on March 4, 2012 and ending on the last day of the most recent fiscal year, year of the Borrower in respect of which audited financials have been delivered pursuant to Section 5.01(a); provided that immediately prior and in accordance with stock option plans after giving effect to any such payment no Default or other benefit plans for management or employees Event of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of and, immediately after giving effect to any such payment, the Borrower shall have Revolver Availability of more than $100,000,000, (iv) the Borrower may pay cash dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding to exceed $40,000,000 80,000,000 in any fiscal year and of the Borrower may declare with respect to any Preferred Stock of the Borrower; provided that (x) immediately prior and pay dividends after giving effect to Holdings to permit Holdings to declare any such payment, no Default or Event of Default shall have occurred and pay such dividends be continuing and (viy) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings only so long as a Financial Covenant Effectiveness Period is then occurring, the Consolidated Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such payment, calculated on a pro forma basis as if such payment were made on the last day of such period (xand excluding any such payments previously made pursuant to this clause during such four quarter period but attributed for purposes of this calculation to the last day of a prior period which day does not occur in such four quarter period) is not less than the ratio applicable to such period of four fiscal quarters under Section 6.12, (v) the Borrower and the Subsidiaries may make Restricted Payments consisting of the repurchase or other acquisition of shares of, or options to purchase shares of, capital stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any Subsidiary (or their permitted transferees), in each case pursuant to stock option plans, stock plans, employment agreements or other employee benefit plans approved by the board of directors of the Borrower; provided that no Default has occurred and is continuing; and provided further that the aggregate amount of such dividend Restricted Payments made in any fiscal year of the Borrower shall not exceed $10,000,000, (vi) the principal amount Subsidiaries may declare and pay cash dividends to the Borrower; provided that the Borrower shall, within a reasonable time following receipt of any such payment, use all of the Structured Note Bridge Indebtedness outstanding at proceeds thereof for a purpose set forth in Section 5.10(b) or a Refinancing Amendment (including the time such dividend is paid plus accrued interest thereonpayment of dividends required or permitted pursuant to this Section 6.08(a)), (yvii) the Borrower and the Subsidiaries may declare and pay cash dividends with respect to the Equity Interests set forth on Schedule 6.08(a) to the extent, and only to the extent, required pursuant to the terms of such Equity Interests or any other agreement in effect on the Effective Date and (viii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereoftherefrom, Holdings shall apply all the Borrower may redeem or repurchase shares of the proceeds Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock (A) solely with Net Cash Proceeds received by the Borrower from issuances of its common stock after the Original Restatement Effective Date, provided that any such repurchase or redemption is effected within 150 days after the receipt of such dividend proceeds or (B) with other funds available to repay in full the Structured Note Bridge Indebtedness then outstandingBorrower if, immediately after giving effect to any such redemption or repurchase, the Borrower shall have Revolver Availability of more than $100,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor Other than the payment for Shares in the Merger (including Shares with respect to which appraisal rights shall be exercised) and payments in connection with the modification of existing options and common-stock-equivalents at the time of the Merger, Holdings, the Borrower willand, nor prior to the Merger, Acqco will they not, and will not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock or options, warrants or other rights to purchase common stock, (ii) Restricted the Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings or, prior to the Merger, Acqco may make Restricted Paymentspayments to officers, not exceeding $3,000,000 during employees and directors of Holdings and the Subsidiaries (or to the respective estate or permitted transferee under such plans or agreements of any fiscal yearsuch officer, employee or director) in connection with the cancellation or repurchase of common stock (or options to purchase common stock) previously issued to such officers, employees and directors pursuant to and in accordance with stock option plans or other benefit plans or compensation agreements (or agreements entered into in connection therewith) entered into in the ordinary course of business for management or officers, employees and directors of Holdings and the Restricted Subsidiaries; , either in the form of cash paid to repurchase such common stock or cash paid with respect to Indebtedness previously issued as permitted by Section 6.01(a)(xi) to repurchase such common stock, provided that all payments pursuant to this clause (iii) do not exceed $1,000,000 during any fiscal year and $5,000,000 in the aggregate during the term of this Agreement, (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts amounts, not exceeding $1,000,000 during any fiscal year, as shall be necessary to permit Holdings to dischargedischarge liabilities of Holdings and its Subsidiaries otherwise permitted to be discharged under this Agreement, to the extent permitted hereunder, its permitted liabilities; (v) on and if the Subordinated Notes are issued by the Borrower after the Leverage Target 8% PIK Debentures Issuance Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) from the aggregate proceeds of the issuance of the Subordinated Notes in an amount of such dividend shall not exceed sufficient to permit Holdings to redeem the 8% PIK Debentures for an amount equal to the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid thereof plus accrued but unpaid interest thereon, (yvi) if the Subordinated Notes are not issued by the Borrower after the issuance of the 8% PIK Debentures Issuance Date, the Borrower may pay a dividend to Holdings in an amount sufficient to permit Holdings to redeem the 8% PIK Debentures for an amount equal to the principal amount thereof plus accrued but unpaid interest thereon, provided that (A) no such dividend or dividends shall be made at any time when a Default or Event of Default has occurred and is continuing (or would result therefrom from the making of such dividend) or on any date prior to May 23, 1999, (B) the Leverage Ratio shall be less than 2.50 to 1.00 as of the end of the four-fiscal-quarter period most recently ended immediately prior to the payment of any such dividend or dividends and (zC) immediately upon receipt thereof, Holdings shall apply all of the proceeds amount of such dividend or dividends in any fiscal year of Holdings shall not exceed the lesser of (x) 25% of Excess Cash Flow from the immediately preceding fiscal year to repay the extent not previously used for another permitted purpose under this Agreement and (y) $5,000,000, (vii) the Borrower and the other Subsidiaries may make Restricted Payments to Holdings in full order to pay Taxes, (viii) so long as that no Default or Event of Default has occurred and is continuing (or would result therefrom), the Structured Note Bridge Indebtedness then outstandingBorrower and the other Subsidiaries may make Restricted Payments to the extent that the proceeds thereof are promptly used to satisfy liabilities relating to the Disclosed Matters (including legal and other expenses relating thereto), provided that such Restricted Payments shall not exceed $5,000,000 in any fiscal year of Holdings and $10,000,000 in the aggregate during the term of this Agreement and (ix) the Borrower and the other Subsidiaries may make Restricted Payments to Holdings in order for Holdings (A) to satisfy obligations incurred pursuant to transactions permitted under Sections 6.09(d), (e), (f) or (g), (B) to pay Transaction Costs up to $10,000,000, consisting of transaction advisory fees, fees to Cypress and its Affiliates, consulting fees and other miscellaneous fees and expenses and (C) to redeem the Senior Notes and the Convertible Subordinated Notes.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding 94 $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstanding.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Wholly Owned Subsidiaries may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Equity Interests and Subsidiaries (other than the Borrower) that are not Wholly Owned Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (ii) the Parent Borrower may, subject to Section 6.02, make dividends with respect to its Equity Interests consisting solely of additional Equity Interests permitted hereunder and (iii) Holdings the Parent Borrower may make Restricted Payments, Payments to management or employees of the Parent Borrower and the Subsidiaries or their Permitted Transferees (as defined in the Stockholders Agreement) in an aggregate amount not exceeding to exceed $3,000,000 1,000,000 during any fiscal yearthe term of this Agreement, pursuant to and in accordance with the Stockholders Agreement, employment agreements, stock option plans or agreements or other benefit plans for management or employees of Holdings and the Restricted Subsidiariesagreements; (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) provided that no Default has occurred and is continuing or would result therefrom therefrom; and (iv) the Parent Borrower may repurchase or otherwise acquire from any holder thereof shares of Qualified Preferred Stock for consideration consisting solely of (x) Qualified Preferred Stock, (y) cash in an aggregate amount not greater than the amount of Net Proceeds received from a substantially concurrent issuance of Qualified Preferred Stock or (z) immediately upon receipt thereof, Holdings shall apply all a combination of the proceeds of such dividend to repay Qualified Preferred Stock described in full clause (x) and the Structured Note Bridge Indebtedness then outstandingcash described in clause (y); provided that no Default has occurred and is continuing or would result therefrom.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Wholly Owned Subsidiaries may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Equity Interests and Subsidiaries (other than the Borrower) that are not Wholly Owned Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (ii) the Parent Borrower may, subject to Section 6.02, make dividends with respect to its Equity Interests consisting solely of additional Equity Interests permitted hereunder, (iii) Holdings the Parent Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans purchase the Parent Borrower’s Equity Interests from present or other benefit plans for management former officers or employees of Holdings and the Restricted SubsidiariesParent Borrower or any Subsidiary upon the death, disability or termination of employment of such officer or employee in an aggregate amount for all payments under this clause (iii) not to exceed $1,000,000 per fiscal year of the Parent Borrower; provided, that any such amount not so expended in the fiscal year for which it is permitted may be carried over for expenditure in succeeding fiscal years, (iv) so long as no Default shall have occurred the Parent Borrower may make a payment in connection with the settlement of the claims of Xxxxxxx X. Xxxxxx and be continuing or result from Xxxxxx Capital, L.L.C. in connection with the making alleged “put” right of such payment, parties with respect to certain capital stock and warrants issued by Old Pliant in an aggregate amount not to exceed the Borrower may pay dividends to Holdings at lesser of (A) the actual amount of such times settlement and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (B) $12,000,000 and (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Parent Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after redeem the consummation Series AA Preferred Stock with proceeds of the Structured Note FinancingPermitted Redemption Indebtedness; provided that in each case, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstanding.therefrom. 109

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor Each of the Borrower willand Holdings will not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except that (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective common like capital stock, (ii) Restricted Subsidiaries (other than the Borrower) a Borrower Subsidiary may declare and pay dividends ratably with respect to their capital stockthe Borrower or another Borrower Subsidiary, (iii) Holdings may make Restricted Paymentsexchange the Notes for the Exchange Notes (each as defined in the Senior Note Indenture), not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and provided that the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making aggregate principal amount of such payment, Exchange Notes shall not exceed the Borrower may pay dividends to Holdings at aggregate principal amount of such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock Notes outstanding as of the Amendment No. 4 Effective Date date of such exchange and such Exchange Notes are on substantially identical terms with such Notes, (iv) Holdings may pay reasonable and customary directors' fees, indemnifications and similar payments and arrangements in an amount not exceeding $40,000,000 connection therewith, (v) Holdings may grant options to executive management to acquire capital stock and other stock equivalents of Holdings pursuant to a share incentive plan and may issue such capital stock and stock equivalents to such Persons in any fiscal year accordance with such plan, (vi) Holdings may pay, and the Borrower may declare and pay dividends to Holdings cash dividends in amounts sufficient to enable Holdings to pay, California income taxes imposed on corporations organized under Subchapter S of the Code, payable by Holdings, franchise or other taxes, payable by Holdings, to maintain its corporate existence and fees, indemnities and other amounts referred to in clause (iv) above, (vii) Holdings may pay or distribute, and the Borrower may declare and pay to Holdings cash dividends in amounts sufficient to enable Holdings to pay or distribute, (A) payments to shareholders of Holdings pursuant to the Reorganization Agreement and consistent with past practices of Holdings for the purpose of distributing net income generated by Holdings for the period from January 1, 1998, through the Effective Date, less $2,000,000, (B) payments to Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxx in an amount not exceeding $4,000,000 in connection with the transactions contemplated by the Reorganization Agreement, and (C) the payments described on Schedule 6.7(a)(vii), (viii) so long as Holdings has delivered a Tax Distribution Certificate as required by Section 5.1(i), Holdings may declare and pay cash dividends in any fiscal year (and the Borrower and the Borrower Subsidiaries may pay dividends in order to permit Holdings to declare and pay such dividends and (vicash dividends) at any time after in an aggregate amount not to exceed the consummation of Tax Distribution Amount for such fiscal year or, to the Structured Note Financingextent not previously distributed, the Borrower may declare and pay Tax Distribution Amount for a dividend to Holdings prior fiscal year, (ix) so long as (x) the aggregate amount no Specified Event of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom therefrom, the Borrower may declare and pay cash dividends to Holdings in amounts sufficient to permit Holdings to make payment of regularly scheduled interest payments as and when due in respect of the Senior Notes, and (zx) immediately upon receipt thereofso long as no Event of Default has occurred and is continuing or would result therefrom, Holdings may, and the Borrower may declare and pay cash dividends to Holdings in amounts sufficient to permit Holdings to, repurchase its capital stock from employees of Holdings or its Subsidiaries following the death or termination of employment of each such employee, all in an aggregate amount not to exceed $1,000,000 during any fiscal year; provided, however, that all cash dividends received by Holdings shall apply all of be promptly applied by Holdings for the proceeds of purposes, and only for the purposes, for which such dividend dividends were permitted to repay in full the Structured Note Bridge Indebtedness then outstandingbe made hereunder.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor Unless either the Borrower willLeverage Test or the Ratings Test shall be satisfied at such time and would remain satisfied after giving effect to such payment or distribution, nor the Parent will they not, and will not permit any other Restricted Subsidiary of the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (ivii) so long as no Default or Event of Default shall have occurred and be continuing or at the time of such payment and no Default would occur as a result from the of making of such payment, (A) the Borrower Parent may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, make Restricted Payments to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) that the aggregate amount of all such dividend Restricted Payments in the current fiscal quarter, taken together with the aggregate amount of all such Restricted Payments in respect of such Restricted Payments in the three fiscal quarters immediately preceding such fiscal quarter, is not in excess of $100,000,000 plus 25% of Adjusted Consolidated Net Income for the four fiscal quarter period ending most recently prior to the time any such Restricted Payment is made and (B) the Parent may pay regular dividends or distributions in respect of preferred stock issued after the date hereof, and (iii) notwithstanding the limitation in subsection (ii) above, so long as no Default or Event of Default shall have occurred and be continuing at the time of a repurchase and no Default or Event of Default would occur as a result of making that repurchase, the Parent may repurchase its capital stock to the extent that the aggregate amount since August 4, 2004, of all such payments in respect of such repurchases shall not exceed $500,000,000, in addition to any repurchases allowed under subsection (ii) above. For purposes of clause (ii) above, “Adjusted Consolidated Net Income” for any period shall mean the principal amount sum, without duplication, for such period of the Structured Note Bridge Indebtedness outstanding at the Consolidated Net Income plus any special one-time or extraordinary non-cash charges deducted in calculating such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingConsolidated Net Income.

Restricted Payments; Certain Payments of Indebtedness. (ai) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (iA) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends ratably or make other distributions with respect to their capital stockits Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (iiiC) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 30,000,000 during any fiscal yearyear of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; Subsidiaries (ivwith any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (1) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (2) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount, together with payments made pursuant to Section 7.03(h)(ii)(F), not to exceed $100,000,000 in any fiscal year in respect of dividends on the Borrower’s common or preferred stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result from therefrom (or, in the making case of such payment, a Restricted Payment that is necessary or advisable (as determined by the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargegood faith) for the consummation of a Limited Condition Acquisition, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding no Default exists as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and date the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay definitive acquisition agreements for such dividends Limited Condition Acquisition are entered into) and (vi2) at after giving effect to such Restricted Payment and any time after related transaction on a pro forma basis the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend Senior Secured Net Leverage Ratio shall not exceed the principal amount 2.75 to 1.00 (calculated as of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all last day of the proceeds fiscal quarter of such dividend the Borrower then most recently ended for which financial statements have been delivered pursuant to repay in full Section 7.01(a) (or, prior to the Structured Note Bridge Indebtedness then outstandingfirst delivery pursuant to Section 7.01(a), Section 5.02(d)(i))).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except except: (i) each Restricted Subsidiary may make Restricted Payments to Holdings or any Restricted Subsidiary, provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, such Restricted Payment is made to Holdings, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (ii) Holdings and the Borrower each Restricted Subsidiary may declare and pay dividends with respect to their capital stock make dividend payments or other distributions payable solely in additional shares the Equity Interests of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, such Person; (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and Payments made in accordance connection with stock option plans or other benefit plans for management or employees of Holdings and the Restricted SubsidiariesTransactions; (iv) so long as no Default shall have occurred and be continuing repurchases of Equity Interests in Holdings (or result from the making any direct or indirect parent of such paymentHoldings), the Borrower may pay dividends or any Restricted Subsidiary deemed to Holdings at occur upon exercise of stock options or warrants if such times and Equity Interests represent a portion of the exercise price or withholding Taxes payable in connection with the exercise of such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilitiesoptions or warrants or other incentive interests; (v) on and after the Leverage Target DateRestricted Payments to Holdings, which Holdings may declare and pay dividends in cash use to redeem, acquire, retire, repurchase or settle its Equity Interests (or any options, warrants, restricted stock or stock appreciation rights or similar securities issued with respect to its convertible preferred stock outstanding as any such Equity Interests) or Indebtedness or to service Indebtedness incurred by Holdings or any direct or indirect parent companies of Holdings to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interest or Indebtedness (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests or their Indebtedness or to service Indebtedness incurred by Holdings to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interests or Indebtedness or to service Indebtedness incurred to finance the redemption, retirement, acquisition or repurchase of such Equity Interests or Indebtedness), held directly or indirectly by current or former officers, managers, consultants, members of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation Board of the Structured Note FinancingDirectors, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing employees or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstanding.independent

Restricted Payments; Certain Payments of Indebtedness. (a) Neither None of BC Holdings nor or the BC Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Subsidiaries may declare and pay dividends or make distributions ratably with respect to their capital stock payable solely in additional shares of their respective common stockor membership interests, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings BC Borrower may make Restricted Payments, not exceeding $3,000,000 5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the BC Borrower and the Subsidiaries, (iii) the BC Borrower may make distributions to BC Holdings at such times and in such amounts, not exceeding $5,000,000 during any fiscal year, as shall be necessary to permit BC Holdings to discharge its permitted liabilities, (iv) BC Holdings may redeem its Equity Interests and may make distributions to FPH so that FPH may make such redemptions of Equity Interests of FPH, in each case from former members of management, former employees, or former directors of Loan Parties, and the BC Borrower may make distributions to BC Holdings as necessary to fund such redemptions, PROVIDED that the aggregate amount applied for all such purposes shall not exceed $3,000,000 during any fiscal year, (v) BC Holdings and the Restricted Subsidiaries; BC Borrower may pay (ivby distribution or otherwise) management fees to Madison Dearborn of up to $1,000,000 in the aggregate in any fiscal year, (vi) distributions by the BC Borrower to BC Holdings to pay directors' out-of-pocket expenses and indemnification obligations owing to directors, (vii) the BC Borrower may make distributions to BC Holdings, and BC Holdings may in turn make distributions to FPH, (A) not exceeding $500,000 in the aggregate during any fiscal year, at such times as shall be necessary to permit FPH to discharge its corporate maintenance obligations and (B) not exceeding $500,000 in the aggregate during any fiscal year, at such times as shall be necessary to permit FPH to discharge its obligations related to its portion of common expenses shared with BC Holdings or the BC Borrower, (viii) for so long as BC Holdings is a pass-through or disregarded entity for United States Federal income tax purposes, the BC Borrower may make distributions to BC Holdings, and BC Holdings shall in turn be permitted, to make Tax Distributions in respect of any taxable year of BC Holdings equal to the product of (A) the amount of taxable income allocated to the Members for such taxable year, less the amount of taxable loss allocated to the Members for all prior taxable years (except to the extent such taxable losses have previously been taken into account under this provision), times (B) the highest aggregate marginal statutory Federal, state and local income tax rate (determined taking into account the deductibility of state and local income taxes for Federal income tax purposes) to which any of the direct or indirect Members of BC Holdings who is an individual is subject for such year; and BC Holdings shall be permitted to make such Tax Distributions pursuant to this clause (viii) on a quarterly basis during such taxable year based on the best estimate of the chief financial officer of BC Holdings of the amounts specified in clauses (A) and (B) above; PROVIDED that if the aggregate amount of the estimated Tax Distributions made in any taxable year of BC Holdings exceeds the actual maximum amount of Tax Distributions for that year as finally determined, the amount of any Tax Distributions in the succeeding taxable year (or, if necessary, any subsequent taxable years) shall be reduced by the amount of such excess, (ix) after consummation of the Contemplated IPO, the BC Borrower and BC Holdings may declare or make, agree to pay or make, or incur obligations to make, Restricted Payments in cash; PROVIDED that (A) the aggregate amount of such Restricted Payments under this clause (ix) (including those made by the Holding Companies, the BC Borrower or the Timber Borrower under clause (xiii) of Section 6.08 of the First Restated Credit Agreement) plus the aggregate amount of cash consideration applied pursuant to clause (vii) of Section 6.08(b) shall not exceed the aggregate Net Proceeds received from the Contemplated IPO and (B) all such Restricted Payments under this clause (ix) must be made within 180 days after the date of consummation of the Contemplated IPO, (x) after consummation of the Contemplated IPO, BC Holdings may declare and pay dividends in cash, and the BC Borrower may make distributions to BC Holdings to fund such dividends; PROVIDED that (A) at the time of and after giving effect to any such dividend, no Default shall have occurred and be continuing or result continuing, (B) subject to clause (C) below, at the time of and after giving effect to any such dividend, the aggregate amount of dividends paid in reliance upon this clause (x) since the First Restatement Effective Date shall not exceed an amount equal to the sum of (1) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the making Original Effective Date to the end of the most recent fiscal quarter ending prior to the date of such paymentdividend for which internal financial statements are available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit), plus (2) in the event of the occurrence of a Prepayment Event described in clause (c) of the definition of the term Prepayment Event, an amount equal to 50% of the Net Proceeds from such Prepayment Event and (C) dividends may be paid in reliance upon this clause (x) in an aggregate amount of up to $35,000,000 notwithstanding whether such dividends would be permitted by clause (B) above, but any such dividends paid in reliance upon this clause (C) shall be included in determining whether any dividends may be paid in reliance upon clause (B) above and (xi) after consummation of the Contemplated IPO, the BC Borrower may pay dividends make distributions to BC Holdings, and BC Holdings may in turn make distributions to FPH at such times and in such amounts as shall be necessary to permit Holdings FPH to discharge, to reimburse the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends expenses of Madison Dearborn incurred in cash connection with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note FinancingContemplated IPO, but any such distributions shall be deducted in calculating Net Proceeds from the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingContemplated IPO.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings the Parent nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Parent may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stockits Equity Interests permitted hereunder, (ii) Restricted Subsidiaries (other than the Borrower) any Subsidiary may declare and pay dividends ratably or make other distributions with respect to their capital stockits Equity Interests, ratably to the holders of such Equity Interests, (iii) Holdings the Parent may repurchase its Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, (iv) the Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Parent in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Parent, (v) the Parent or the Borrower may, in the ordinary course of business and consistent with past practices, repurchase, retire or otherwise acquire for value Equity Interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Parent or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Parent or any Subsidiary, (vi) the Borrower may make Restricted PaymentsPayments to the Parent the proceeds of which shall be used to pay customary salary, not exceeding $3,000,000 during any fiscal year, pursuant bonus and other benefits payable to officers and (vii) the Parent may make other Restricted Payments in accordance with stock option plans or other benefit plans for management or employees of Holdings cash if at the time thereof and the Restricted Subsidiaries; after giving effect thereto (ivA) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (xB) the aggregate amount of all such dividend Restricted Payments made after the Restatement Effective Date, shall not exceed the principal sum of (1) $100,000,000, and (2) if positive, the Cumulative Income Amount, minus (3) the amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing any purchases or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all redemptions of the proceeds of such dividend any Existing Senior Notes made pursuant to repay in full the Structured Note Bridge Indebtedness then outstandingSection 6.07(b)(iii).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Wholly Owned Subsidiaries may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Equity Interests and Subsidiaries (other than the Borrower) that are not Wholly Owned Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (ii) the Parent Borrower may, subject to Section 6.02, make dividends with respect to its Equity Interests consisting solely of additional Equity Interests permitted hereunder and (iii) Holdings the Parent Borrower may make Restricted Payments, Payments to management or employees of the Parent Borrower and the Subsidiaries or their Permitted Transferees (as defined in the Stockholders Agreement) in an aggregate amount not exceeding to exceed $3,000,000 1,000,000 during any fiscal yearthe term of this Agreement, pursuant to and in accordance with the Stockholders Agreement, employment agreements, stock option plans or agreements or other benefit plans for management or employees of Holdings and the Restricted Subsidiariesagreements; (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) provided that no Default has occurred and is continuing or would result therefrom therefrom; and provided further that no Restricted Payments shall be permitted pursuant to this clause (iii) in respect of shares of the Series B Preferred Stock, other than in connection with the repurchase by the Parent Borrower of unvested shares of Series B Preferred Stock under the terms of the 2004 Restricted Stock Incentive Plan of the Parent Borrower; (iv) the Parent Borrower may repurchase or otherwise acquire from any holder thereof shares of Qualified Preferred Stock for consideration consisting solely of (x) Qualified Preferred Stock, (y) cash in an aggregate amount not greater than the amount of Net Proceeds received from a substantially concurrent issuance of Qualified Preferred Stock or (z) immediately upon receipt thereof, Holdings shall apply all a combination of the proceeds Qualified Preferred Stock described in clause (x) and the cash described in clause (y); provided that no Default has occurred and is continuing or would result therefrom; and (v) the Parent Borrower may issue shares of the Series B Preferred Stock as provided in Section 6.02(iv) (insofar as such dividend issuance constitutes the agreement to repay make the Restricted Payments contemplated by the terms of the Series B Preferred Stock); provided that this clause (v) shall not permit the making of any Restricted Payment in full respect of the Structured Note Bridge Indebtedness then outstandingSeries B Preferred Stock.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) any Subsidiary may make Restricted Subsidiaries (other than Payments to the Borrower) , any Subsidiary that is a Loan Party may declare make Restricted Payments to any other Subsidiary that is a Loan Party, and pay dividends ratably with respect any Subsidiary that is not a Loan Party may make Restricted Payments to their capital stockany other Subsidiary, (iii) Holdings the Borrower may make Restricted Paymentsdistributions to Holdings for payment of reasonable out-of-pocket operating and administrative costs and expenses payable by Holdings, not exceeding $3,000,000 during any fiscal yearthe Manager or the Borrower, pursuant to as the case may be, and incurred primarily in accordance connection with stock option plans or other benefit plans for management or employees the business of Holdings and the Restricted Subsidiaries; (iv) Borrower, so long as no Default shall have occurred and be is continuing or would occur as a result from thereof, (iv) the making Borrower may make distributions to Holdings in an amount necessary to enable Holdings to pay when due, its actual federal, state and local income Taxes directly attributable to (or arising as a result of) the operations of such paymentthe Borrower, the Manager and their Subsidiaries that are due and payable by Holdings as the parent of a consolidated group, (v) so long as the Distribution Conditions have been satisfied (as determined by the Administrative Agent in its reasonable discretion) at the time of, and with respect to, any Restricted Payment not otherwise permitted by the foregoing clauses (i) through (iv), the Borrower may pay dividends make such Restricted Payment to Holdings at and Holdings may make such times and Restricted Payment to holders of Equity Interests in Holdings in an aggregate amount not to exceed (x) $20,000,000 in any trailing twelve month period ending on the date such amounts as shall be necessary to permit Holdings to dischargeRestricted Payment is made, to the extent permitted hereunder, its permitted liabilities; or (vy) on and $40,000,000 after the Leverage Target Datedate hereof, Holdings (vi) Potbelly Franchising may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare invest such cash dividends in the Borrower; provided that, in each such case, Holdings actually and pay promptly uses such dividends for such investments, (vii) each Loan Party may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issuance of new common Equity Interests or where the consideration is the cancellation of Indebtedness owed to any Loan Party; and (viviii) at any time after Permitted J/Vs may make Restricted Payments to the consummation holders of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings their Equity Interests so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time Restricted Payments are made on a pro rata basis to all such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of holders in accordance with their respective Equity Interests in such dividend to repay in full the Structured Note Bridge Indebtedness then outstanding.Permitted J/V.

Restricted Payments; Certain Payments of Indebtedness. (ai) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (iA) Holdings and the Borrower may declare and pay dividends dividend payments or other distributions with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends ratably or make other distributions with respect to their capital stockits Equity Interest, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (iiiC) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 25,000,000 during any fiscal yearyear of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; Subsidiaries (ivwith any unused amount available in the two subsequent fiscal years only), (D) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director, officer or an employee to pay for the taxes payable by such director, officer or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) each Restricted Subsidiary may make Restricted Payments to the Borrower or any other Restricted Subsidiary, (G) so long as no Event of Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Transaction, no Event of Default exists as of the date the definitive agreements for such Limited Condition Transaction are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount; provided, that if such Restricted Payment is made in whole 110 or in part in reliance on the Growth Amount, the Total Net Leverage Ratio shall be no greater than 4.60 to 1.00 on a pro forma basis, (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Event of Default shall have occurred and be continuing or would result from therefrom (or, in the making case of such payment, a Restricted Payment that is necessary or advisable (as determined by the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargegood faith) for the consummation of a Limited Condition Transaction, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding no Event of Default exists as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and date the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay definitive agreements for such dividends Limited Condition Transaction are entered into) and (vi2) at after giving effect to such Restricted Payment and any time after related transaction on a pro forma basis the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend Consolidated Total Net Leverage Ratio shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon4.00 to 1.00, (yI) no Default has occurred and is continuing Restricted Payments made (1) in respect of working capital adjustments or would result therefrom purchase price adjustments pursuant to any Permitted Acquisition or other permitted Investment and (z2) immediately upon receipt thereof, Holdings shall apply all in order to satisfy indemnity and other similar obligations in respect of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingany Permitted Acquisition.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital its common or preferred stock payable solely in additional shares of their respective its common or preferred stock, (ii) any Subsidiary may make Restricted Subsidiaries (other than Payments to the Borrower) , any Subsidiary that is a Loan Party may declare make Restricted Payments to any other Subsidiary that is a Loan Party, and pay dividends ratably with respect any Subsidiary that is not a Loan Party may make Restricted Payments to their capital stockany other Subsidiary, (iii) Holdings the Borrower may make Restricted Paymentsdistributions to Holdings for payment of reasonable out-of-pocket operating and administrative costs and expenses payable by Holdings, not exceeding $3,000,000 during any fiscal yearthe Manager or the Borrower, pursuant to as the case may be, and incurred primarily in accordance connection with stock option plans or other benefit plans for management or employees the business of Holdings and the Restricted Subsidiaries; (iv) Borrower, so long as no Default shall have occurred and be is continuing or would occur as a result from thereof, (iv) the making Borrower may make distributions to Holdings in an amount necessary to enable Holdings to pay when due, its actual federal, state and local income Taxes directly attributable to (or arising as a result of) the operations of such paymentthe Borrower, the Manager and their Subsidiaries that are due and payable by Holdings as the parent of a consolidated group, (v) so long as the Distribution Conditions have been satisfied (as determined by the Administrative Agent in its reasonable discretion) at the time of, and with respect to, any Restricted Payment not otherwise permitted by the foregoing clauses (i) through (iv), the Borrower may pay dividends make such Restricted Payment to Holdings at and Holdings may make such times and Restricted Payment to holders of Equity Interests in such amounts Holdings so long as shall be necessary the aggregate amount of Restricted Payments made pursuant to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; this clause (v) on and after the Leverage Target DateEffective Date does not exceed the sum of (x) $40,000,000 plus (y) the amount of any such Restricted Payments made at such time as the Additional Distribution Conditions have been satisfied, Holdings (vi) Potbelly Franchising may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare invest such cash dividends in the Borrower; provided that, in each such case, Holdings actually and pay promptly uses such dividends for such investments, (vii) each Loan Party may purchase, redeem or otherwise acquire its common or preferred Equity Interests with the proceeds received from the substantially concurrent issuance of new common or preferred Equity Interests or where the consideration is the cancellation of Indebtedness owed to any Loan Party; and (viviii) at any time after Permitted J/Vs may make Restricted Payments to the consummation holders of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings their Equity Interests so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time Restricted Payments are made on a pro rata basis to all such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of holders in accordance with their respective Equity Interests in such dividend to repay in full the Structured Note Bridge Indebtedness then outstanding.Permitted J/V.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than of the Borrower) Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings and the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other benefit plans for management management, employees or Associated Employees (including former employees and former Associated Employees) of Holdings Holdings, the Borrower and the Restricted its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (f) of Section 6.09, do not exceed $10,000,000 in any fiscal year, (iv) so long as provided no Event of Default shall have occurred and be is continuing or would result from the making of such paymenttherefrom, the Borrower may pay dividends to Holdings (x) within the 30-day period prior to any payment date for interest on Permitted Holdings Debt and any Put Financing Indebtedness of Holdings (contingent or otherwise) in the amount of such interest payment and (y) at such times and any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course (other than payments in respect of Indebtedness or Restricted Payments), (v) provided no Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent, (A) in an aggregate amount not to exceed $5,000,000 during any fiscal year of the Borrower and (B) so long as the Pro Forma RP Coverage Ratio is not less than 1.05 to 1.00 and, if on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, in an aggregate amount not to exceed the Borrower's Portion of Excess Cash Flow for the immediately preceding fiscal year of the Borrower less the amount of any other Designated Excess Cash Expenditures made with such Borrower's Portion of Excess Cash Flow, (vi) Restricted Payments in amounts as shall be necessary to permit Holdings to discharge, make Tax Payments to the extent permitted hereunder, its permitted liabilitiesnot disallowed by Section 6.14; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect provided that all Restricted Payments made pursuant to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and this clause (vi) at any time after are used by the consummation Parent or Holdings for the purpose specified in clause (vi) within 30 days of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereonreceipt thereof, (yvii) provided that no Event of Default has occurred and is continuing or would result therefrom therefrom, the Borrower may pay dividends to Holdings, and Holdings may, in turn, pay such dividends to the Parent to enable RHD Corp. to (A) repurchase its common stock and (B) pay cash dividends on its common stock, in an aggregate amount for the preceding clauses (A) and (B) during any fiscal year not to exceed, if the Leverage Ratio (determined on a pro forma basis after giving effect to such Restricted Payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such Restricted Payment is (w) greater than 4.00 to 1.0, 10% of Excess Cash Flow for the previous year, (x) greater than 3.50 to 1.0 but less than or equal to 4.00 to 1.0, 20% of Excess Cash Flow for the previous year, (y) greater than 3.00 to 1.0 but less than or equal to 3.50 to 1.0, 30% of Excess Cash Flow for the previous year and (z) immediately upon receipt thereofless than 3.00 to 1.0, 50% of Excess Cash Flow for the previous year, (viii) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings shall apply all and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the regularly scheduled cash interest payable during the next period of 30 days on any Put Financing Indebtedness of Parent and any Qualifying Parent Indebtedness, provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by the Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Parent to the payment of such interest when due and (B) in the case of Qualifying Parent Indebtedness, no payment of dividends may be made pursuant to this clause (viii) in respect of the cash interest on such Indebtedness other than Base QPI unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such dividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than 1.75 to repay 1.00, (ix) the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in full turn, use the Structured Note Bridge proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the amount necessary to repurchase the Existing Parent Notes pursuant to the Change in Control Offers, (x) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings, and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the RHD Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on the outstanding Indebtedness then outstandingof RHD Corp., provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by RHD Corp. and the proceeds must (except to the extent prohibited by applicable subordination provisions, if any) be applied by RHD Corp. to the payment of such interest when due, (B) no payment of dividends may be made pursuant to this clause (x) in respect of the RHD Allocable Share of cash interest on such Indebtedness other than Base RHD Indebtedness unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such dividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than 1.75 to 1.00 and (C) at the time of the incurrence of such Indebtedness (other than Base RHD Indebtedness outstanding on the Restatement Effective Date), and after giving effect thereto, the RHD Leverage Ratio shall not have exceeded 7.25 to 1.00, and (xi) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent in an aggregate amount not to exceed $85,000,000; provided, however, that any such dividends are used solely to pay (A) cash interest on any Indebtedness of RHD Corp., any Put Financing Indebtedness of Parent or any Qualifying Parent Indebtedness, (B) Shared Services Payments (notwithstanding the 30-day period payment requirement contained in Section 6.21(c) or referred to in the definition thereof) or (C) fees and expenses in connection with the Parent Acquisition.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stockEquity Interests (other than Disqualified Stock) otherwise permitted hereunder, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or and other benefit plans for management directors, officers, employees, advisors or service providers, (iv) the Borrower may make repurchases of its Equity Interests (A) in connection with the exercise or settlement of stock options and other incentive awards, if such Equity Interests represent all or a portion of the exercise price thereof or (B) deemed to occur upon the withholding of a portion of such Equity Interests issued to directors, officers or employees under an equity compensation program of Holdings the Borrower and the Restricted Subsidiaries; Subsidiaries to cover withholding tax obligations of such persons in respect of such issuance, and (ivv) so long as no Default shall have occurred and be continuing (or shall result from the payment thereof), the Borrower may make additional Restricted Payments, provided that, at the time of the making thereof, the aggregate amount of Restricted Payments made in reliance upon this clause (v) shall not exceed the Available Amount at such paymenttime; provided further that, (1) in the case of clauses (iv) and (v) above, no such Restricted Payment shall be made unless immediately after giving effect thereto the sum of (I) the aggregate amount of available and unused Revolving Commitments and (II) the aggregate amount of unrestricted cash and cash equivalents owned by the Loan Parties on such date free and clear of all Liens (other than Liens created under the Loan Documents, Liens constituting Permitted Encumbrances (other than Permitted Encumbrances of the type referred to in clause (c) or (d) of the term “Permitted Encumbrances”) or other nonconsensual Liens arising as a matter of law) shall exceed $50,000,000 and (2) in the case of dividends declared by the Borrower in reliance on clause (iv) above, and notwithstanding clause (1) above or the continuance of a Default, the Borrower may pay any such dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and within 30 days after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as date of declaration thereof if such payment would have been permitted on the date of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt declaration thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstanding.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) each of Holdings and the Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (other than the Borrower) of Holdings may declare and pay dividends ratably with respect to their capital stockEquity Interests to any Loan Party or any wholly-owned Subsidiary of any Loan Party, (iii) Holdings the Borrower may make Restricted PaymentsPayments or make distributions to Holdings, to repurchase, redeem or otherwise acquire for value Equity Interests of Holdings held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or any of its Subsidiaries upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate consideration paid for all such redemptions and payments shall not exceeding $3,000,000 during exceed, in any fiscal year, pursuant $5,000,000 (in each case, with unused amounts in any fiscal year being carried over to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiariesnext succeeding fiscal year); (iv) Restricted Payments to Holdings to pay corporate and overhead expense attributable to the preservation of their existence (including expenses relating to Holdings’ continuing operation as a public company) or ownership of the Borrower and its Subsidiaries in the ordinary course of business; (v) to the extent constituting Restricted Payments, Holdings and any of its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Sections 6.03, 6.04 or 6.09; (vi) the Borrower may make Restricted Payments or make distributions to Holdings, to allow Holdings to make regularly scheduled quarterly dividend payments to its shareholders in an amount not to exceed the greater of (x) $10,000,000 during any Test Period after giving pro forma effect to such quarterly dividend or (y) $0.15 per issued share of common stock of Holdings that is outstanding on the date such quarterly dividend is made, (vii) so long as no Default shall have occurred and be continuing or result from the making Event of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or after giving pro forma effect thereto, other Restricted Payments made after the Effective Date by Holdings and/or any of its Subsidiaries in an aggregate outstanding amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vii); (viii) Holdings and/or any of its Subsidiaries may make additional Restricted Payments so long as (i) the Total Net Leverage Ratio, calculated on a pro forma basis, would result therefrom not exceed 1.50:1.00 and (zii) immediately upon receipt thereofno Default or Event of Default has occurred and is continuing after giving pro forma effect to such Restricted Payment; and (ix) the Borrower may make Restricted Payments or make distributions to Holdings, to allow Holdings shall apply all to pay Taxes arising from the operations of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingBorrower and its Subsidiaries.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 1,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; its Subsidiaries and (iv) so long as if no Default shall have occurred and be continuing or result from the making Event of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing continuing, the Borrower may repurchase shares of the Preferred Stock for, and may make additional payments with, cash or would result therefrom Equity Interests in the Borrower pursuant to the exercise by a holder of its put rights, or the exercise by the Borrower of its call rights or any mandatory redemption, as applicable, in each case as contemplated by the Certificate of Designations; PROVIDED that (x) to the extent such Restricted Payments are made for Equity Interests other than common stock, the terms of such Equity Interests shall have been approved by the Required Lenders and (zy) immediately upon receipt thereofto the extent that such Restricted Payments are made for cash, Holdings shall apply all (A) such Restricted Payments may only be made with the cash proceeds of an issuance of common stock of the proceeds Borrower and (B) prior to the making of any such Restricted Payment, the Borrower shall have delivered to the Administrative Agent calculations demonstrating pro forma compliance with the covenants contained in Sections 6.12, 6.13, 6.14 and 6.15 as of the end of and for the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.01(a), (b) or (c), giving effect to such Restricted Payment as if it had occurred at the beginning of such dividend period. Notwithstanding the foregoing, the Borrower shall be permitted to repay in full exchange shares of common stock for the Structured Note Bridge Indebtedness then outstandingPreferred Stock, as contemplated by the Certificate of Designations, or exchange shares of common stock for shares of another class of common stock.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower Borrowers will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Capital Stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to holders of their capital stockCapital Stock (other than Holdings), (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during 5,000,000 in any fiscal year, year of Holdings pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; , (iv) so long Restricted Subsidiaries may pay dividends to Holdings at such times and in such amounts consistent with past practice as shall be necessary to permit Holdings to pay taxes and administrative expenses attributable to the operations of the Subsidiaries; provided that such payments shall not exceed amounts paid in the ordinary course of business prior to the date hereof and (v) Restricted Subsidiaries may pay dividends to Holdings in an aggregate amount sufficient to fund the payment of interest in respect of the Indebtedness under the Holdings Indentures, which interest is due or becomes due within 30 days from the date of payment of each such dividend, provided, however, that no Default exists at the time such dividends are paid (provided further, however, that such dividends shall have occurred not be prohibited hereby for more than 180 days in any consecutive 360-day period unless either an Event of Default consisting of a payment default exists hereunder or the maturity of the Loans has been accelerated), and be continuing (vi) provided that no Default exists or would result from the making of such paymenttherefrom, the Borrower Restricted Subsidiaries may pay dividends to Holdings at such times and in such amounts as are necessary for Holdings to make timely payment when due in respect of Indebtedness of Holdings permitted by Section 6.01 other than Indebtedness under the Holdings Indentures; provided that payments in respect of the Holdings Indentures shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; governed solely by clause (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingpreceding.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willAllied Waste will not, nor will they it permit any other of its Restricted Subsidiary Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Allied Waste may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective common its capital stock, (ii) Restricted Subsidiaries (other than of the Borrower) Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings Allied Waste may make Restricted Payments, not exceeding an aggregate amount of $3,000,000 25,000,000 during any fiscal year, pursuant to and in accordance with the stock option plans or other benefit plans or in connection with incentive or compensation arrangements for current or former management or employees of Holdings the Borrower and the its Restricted Subsidiaries; , (iv) so long the Borrower or any Restricted Subsidiary may declare and make dividend payments to Allied Waste solely to the extent necessary for Allied Waste to pay for taxes and to pay administrative expenses to conduct its business in accordance with Sections 5.01B(b) and 6.10B, (v) Allied Waste may declare and pay dividends in respect of the Sponsor Preferred Stock payable solely in additional shares of Sponsor Preferred Stock (or other capital stock, as provided therein) and (vi) Allied Waste and its Restricted Subsidiaries may make Restricted Payments to the extent required by the terms of its joint venture or similar agreements in effect on the date hereof and listed on Schedule 6.08A; provided that immediately prior, and after giving effect to, such Restricted Payment, no Senior Event of Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingcontinuing.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into to make, or agree to make any transaction the economic effect of which is substantially similar redemptions or repurchases with respect to its capital stock, or incur any Restricted Paymentobligation (contingent or otherwise) to do so, except (i) each of Holdings and the Borrower may declare and pay dividends make Restricted Payments and/or redemptions or repurchases with respect to their capital stock its common Equity Interests payable solely in additional shares of their respective its common stockEquity Interests, and, with respect to its preferred Equity Interests, payable solely in additional shares of such preferred Equity Interests or in shares of its common Equity Interests, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iii) each of Holdings and the Borrower may make Restricted PaymentsPayments and/or redemptions or repurchases with respect to its Equity Interests, not exceeding $3,000,000 5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings Holdings, the Borrower and the its Restricted Subsidiaries; , (iv) so long as no Default shall have occurred each of Holdings and be continuing or result from the making of such payment, the Borrower may pay dividends or make distributions to Holdings at the Persons holding its Equity Interests in an aggregate amount such times that such Persons may pay (x) franchise taxes and in such amounts as shall be necessary other fees, taxes and expenses to permit Holdings to dischargemaintain their legal existence and (y) federal, state and local income taxes to the extent permitted hereunderattributable to Holdings and its Subsidiaries or to the Borrower and its Subsidiaries as the case may be, provided that in all events the amounts paid pursuant to clause (y) shall be amounts sufficient to pay the direct obligations of such Persons for such taxes and obligations of the Borrower and Holdings under the Tax Sharing Agreement, provided, however, that (aa) the amounts paid under clause (y) shall not exceed the amount that would be payable, on a consolidated or combined basis, were Holdings the common parent of a separate federal consolidated group or state combined group including the Borrower and its permitted liabilitiesSubsidiaries and (bb) in the case of taxes attributable to the Unrestricted Subsidiary, an amount equal to the amount of such tax payment has been received by the Borrower from the Unrestricted Subsidiary prior to such payment being made; and (v) on and after the Leverage Target Dateso long as there exists no Event of Default, each of Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends or make distributions to Holdings the Persons holding its Equity Interests in an aggregate amount such that such Persons may pay officers, directors and corporate overhead expenses incurred in the ordinary course of business up to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the maximum aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay $2,500,000 in full the Structured Note Bridge Indebtedness then outstandingany fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (aA) Neither Holdings the Parent nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Parent may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stockits Equity Interests permitted hereunder, (ii) Restricted Subsidiaries (other than the Borrower) any Subsidiary may declare and pay dividends ratably or make other distributions with respect to their capital stockits Equity Interests, ratably to the holders of such Equity Interests, (iii) Holdings the Parent may repurchase its Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, (iv) the Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Parent in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Parent, (v) the Parent or the Borrower may, in the ordinary course of business and consistent with past practices, repurchase, retire or otherwise acquire for value Equity Interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Parent or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Parent or any Subsidiary, (vi) the Borrower may make Restricted PaymentsPayments to the Parent the proceeds of which shall be used to pay customary salary, not exceeding $3,000,000 during any fiscal year, pursuant bonus and other benefits payable to officers and (vii) the Parent may make other Restricted Payments in accordance with stock option plans or other benefit plans for management or employees of Holdings cash if at the time thereof and the Restricted Subsidiaries; after giving effect thereto (ivA) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (xB) the aggregate amount of all such dividend Restricted Payments made after June 30, 2011, shall not exceed the principal sum of (1) $75,000,000, and (2) if positive, the Cumulative Income Amount, minus (3) the amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing any purchases or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all redemptions of the proceeds of such dividend any Existing Senior Notes made pursuant to repay in full the Structured Note Bridge Indebtedness then outstandingSection 6.07(b)(iv).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and Subsidiaries of the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends or distributions ratably with respect to their capital stockEquity Interests, (iiiii) Holdings provided no Default or Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (ivd) so long as of Section 6.09, do not exceed $5,000,000 in any fiscal year, (iii) provided no Default shall have occurred and be or Event of Default is continuing or would result from the making of such paymenttherefrom, the Borrower may make Restricted Payments to the Ultimate Parent in an aggregate amount per fiscal year not to exceed the Borrower’s Portion of Excess Cash Flow for the immediately preceding fiscal year less the amount of other Designated Excess Cash Expenditures made with such Borrower’s Portion of Excess Cash Flow for such immediately preceding fiscal year; provided that the proceeds of such Restricted Payments are used (x) to effect Specified Investments, (y) to pay interest on Restructuring Notes or Additional Notes or (z) at any time on or after the second anniversary of the Closing Date and so long as the Ultimate Parent Leverage Ratio is less than or equal to 3.00 to 1.00, to effect repurchases of Restructuring Notes or Additional Notes (provided, however, that any such dividends or distributions relating to Holdings at any such times cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent to the payment of such interest when due), (iv) Restricted Payments in such amounts as shall be necessary to permit Holdings make Tax Payments; provided that all Restricted Payments made pursuant to dischargethis clause (iv) are used by the Ultimate Parent for the purpose specified in this clause (iv) within 30 days of receipt thereof, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) provided no Default has occurred and or Event of Default is continuing or would result therefrom therefrom, the Borrower may from time to time pay cash dividends or distributions to the Ultimate Parent in an amount not in excess of the regularly scheduled cash interest payable on the Restructuring Notes (or any Additional Notes incurred to refinance such Restructuring Notes) during the next period of ten Business Days, provided, however, that (A) any such dividends or distributions relating to any such cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent, to the payment of such interest when due, (B) to the extent the amount of any such dividend or distribution together with the aggregate amount of other dividends or distributions made pursuant to this clause (v) during the then current fiscal year exceeds the Ultimate Parent Annual Cash Interest Amount for such fiscal year, such excess amount shall (x) reduce the amount of Restricted Payments permitted pursuant to clause (iii) above the amount of Optional Repurchases of other Indebtedness permitted under Section 6.08(b)(vi) and the amount of Investments permitted under Sections 6.04(f) and (z) immediately upon receipt thereofl), Holdings shall apply all in each case, during the following fiscal year of the proceeds Borrower based on the Borrower’s Portion of Excess Cash Flow with respect to the Excess Cash Flow in respect of the then current fiscal year and (y) only be permitted to be paid to the extent Restricted Payments are not otherwise permitted to be paid under this Section for such dividend purpose at such time and to repay the extent such amount does not exceed the amount of the anticipated Borrower’s Portion of Excess Cash Flow with respect to the Excess Cash Flow in full respect of the Structured Note Bridge Indebtedness then outstandingcurrent fiscal year of the Borrower (to be calculated and evidenced in a manner reasonably satisfactory to the Administrative Agent) and (C) the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to the payment of any such dividends or distributions pursuant to this clause (v), (vi) the Borrower may make Restricted Payments to the Ultimate Parent, and the Ultimate Parent may, in turn, make such Restricted Payments as part of the Shared Services Transactions and (vii) provided no Default or Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to the Ultimate Parent in an aggregate amount not to exceed $5,000,000 during any fiscal year of the Borrower.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings Borrower may make Restricted Payments, Payments not exceeding $3,000,000 4,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted its Subsidiaries; , (iv) so long the Borrower may pay dividends to a direct or indirect parent company at such times and in such amounts, not exceeding $2,000,000 during any fiscal year, as no shall be necessary to permit such direct or indirect parent company to pay reasonable administrative expenses incurred in the ordinary course of its business, (v) Borrower may make Restricted Payments not exceeding $5,000,000 in any fiscal year or $20,000,000 in the aggregate from the Original Closing Date, to repurchase Equity Interests in the Borrower owned by employees or former employees of the Borrower or the Subsidiaries pursuant to the terms of agreements (including employment agreements) with such employees, (vi) any Restricted Subsidiary may make Restricted Payments to any Restricted Subsidiary or the Borrower, to pay any Tax with respect to income attributable to the party making such Restricted Payments as the result of such party being a member of a consolidated, affiliated or unitary group (for tax purposes) that includes the Borrower as its parent, (vii) payments made by the Borrower or any Restricted Subsidiary in respect of withholding or similar Taxes payable by any employee, director, manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options not exceeding $1,000,000 in any fiscal year of the Borrower, (viii) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (viii) and any prepayments of Indebtedness made pursuant to Section 6.08(b)(vii) not to exceed (A) if the Tier 1 Condition is satisfied, $5,000,000, plus (B) if the Tier 2 Condition is satisfied, $5,000,000; provided that any Restricted Payment otherwise permitted by clause (iii) and clauses (v) through (viii) above shall not be permitted if at the time thereof and after giving effect thereto a Default shall have occurred and be continuing and (ix) repurchases of Equity Interests deemed to occur upon exercise of stock options or result from warrants if such Equity Interests represent a portion of the making exercise price of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing options or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingwarrants.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings the Borrower may pay management fees to Granaria or any of its Affiliates in an aggregate amount not to exceed $1,750,000 during any fiscal year and reimburse Granaria or any of its Affiliates for their reasonable out-of-pocket expenses relating to their management of Holdings, (iv) the Borrower or any Subsidiary may make Restricted Payments, in an aggregate amount not exceeding to exceed $3,000,000 1,000,000 during any fiscal year, pursuant to and in accordance with the stock option plans of employees or other benefit plans for management directors who terminate their employment with the Borrower or employees of Holdings and the Restricted Subsidiaries; such Subsidiary, (ivv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends make Restricted Payments to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, (A) pay Preferred Dividends to the extent permitted hereunder, by clause (vi) of this Section 6.08(a) and (B) discharge its permitted liabilities; liabilities (v) on and after the Leverage Target Date, Holdings may declare and pay dividends other than in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in Existing Preferred Stock or Refinancing Preferred Stock) during any fiscal year and (vi) Holdings may (1) make Restricted Payments for the Borrower may purpose of purchasing, redeeming or refinancing the Existing Preferred Stock solely with the proceeds of Refinancing Preferred Stock issued pursuant to Section 6.01(c) or common Equity Interests (it being understood and agreed that any shares of Existing Preferred Stock purchased or redeemed pursuant to this clause (vi) shall immediately be canceled by the Borrower) and (2) declare and pay dividends Preferred Dividends, provided that, immediately prior to Holdings and immediately after giving effect to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation payment of the Structured Note FinancingPreferred Dividends, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount no Default shall have occurred or be continuing as of such dividend date and (y) the Leverage Ratio shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds 3.00 to 1.00 as of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingdate.

Restricted Payments; Certain Payments of Indebtedness. (ai) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (iA) Holdings and the Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries Equity Interests (other than Disqualified Stock) of the Borrower, (B) any Restricted Subsidiary may declare and pay dividends ratably or make other distributions with respect to their capital stockits Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (iiiC) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 30,000,000 during any fiscal yearyear of the Borrower, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; Subsidiaries (ivwith any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity Interests (1) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (2) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (E) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (F) so long as no Default has occurred and is continuing, the Borrower may declare and make Restricted Payments in an aggregate amount, together with payments made pursuant to Section 7.03(h)(ii)(F), not to exceed $125,000,000 in any fiscal year in respect of dividends on the Borrower’s common or preferred stock, (G) so long as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result from therefrom (or, in the making case of such payment, a Restricted Payment that is necessary or advisable (as determined by the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargegood faith) for the consummation of a Limited Condition Acquisition, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding no Default exists as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and date the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay definitive acquisition agreements for such dividends Limited Condition Acquisition are entered into) and (vi2) at after giving effect to such Restricted Payment and any time after related transaction on a pro forma basis the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend Senior Secured Leverage Ratio shall not exceed the principal amount 3.0 to 1.00 (calculated as of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all last day of the proceeds fiscal quarter of such dividend the Borrower then most recently ended for which financial statements have been delivered pursuant to repay in full the Structured Note Bridge Indebtedness then outstanding.Section 7.01(a)). 118 #98412540v7

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and each of the Borrower Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries (including Borrowers other than the BorrowerCompany) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iii) Holdings the Borrowers may make Restricted Payments, not exceeding $3,000,000 5,000,000 (except as provided below) during any fiscal yearyear of the Company, pursuant to and in accordance with stock option plans or other benefit plans for management management, directors or employees of Holdings and the Borrowers; provided that if the aggregate amount of Restricted Subsidiaries; Payments made by the Borrowers pursuant to this clause (iii) is less than $5,000,000 during any fiscal year of the Company, the amount of Restricted Payments that the Borrowers shall be permitted to make pursuant to this clause (iii) for the next succeeding fiscal year of the Company shall be increased by an amount equal to 50% of such difference, (iv) so long as no Default shall have occurred and be continuing the Company may make Restricted Payments to purchase, redeem, retire, or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargeotherwise acquire its Equity Interests, to the extent permitted hereundersuch Restricted Payments are made from the substantially concurrent receipt by the Company of capital contributions or the substantially concurrent issuance of new Equity Interests of the Company, its permitted liabilities; (v) on and after the Leverage Target DateCompany may make repurchases, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as redemptions or exchanges of Equity Interests of the Amendment No. 4 Effective Date Company deemed to occur upon exercise of stock options or exchange of exchangeable shares if such Equity Interests represent a portion of the exercise price of such options and may make repurchases, redemptions or other acquisitions or retirements for value of Equity Interests of the Company made in an amount not exceeding $40,000,000 lieu of withholding Taxes in connection with any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and exercise or exchange of stock options, warrants or other similar rights, (vi) at any time after the consummation of the Structured Note Financing, the Borrower Company may declare and pay a dividend to Holdings make Restricted Payments so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingPayment Conditions are satisfied.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Intermediate Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) each of Intermediate Holdings and the Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests, (iii) Holdings the Borrower may make Restricted PaymentsPayments to Intermediate Holdings (which may, not exceeding $3,000,000 during any fiscal yearin turn, make Restricted Payments to Holdings in an amount equal to the Restricted Payments received from the Borrower) to permit Holdings to make payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings Holdings, Intermediate Holdings, the Borrower and the Restricted Subsidiaries; Subsidiaries that have been approved by the board of directors of Holdings in an amount not to exceed $1,000,000 during any fiscal year, which amount, if not used in any fiscal year, may be carried forward to any subsequent fiscal year, (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Intermediate Holdings (which may, in turn, make Restricted Payments to Holdings in an amount equal to the Restricted Payments received from the Borrower) at such times and in such amounts (A) not exceeding $2,500,000 during any fiscal year, as shall be necessary to permit Holdings and Intermediate Holdings to dischargedischarge their corporate overhead (including franchise taxes and directors fees) and other permitted liabilities and to make payments permitted by Section 6.09 and (B) as shall be necessary to pay any taxes that are due and payable by Holdings and Intermediate Holdings as part of a consolidated group that includes the Borrower, to the extent permitted hereunderthat such taxes relate to the operations of the Borrower and the Subsidiaries, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom therefrom, Intermediate Holdings and the Borrower may make Restricted Payments to the extent necessary to permit them or Holdings to, and the Borrower or Intermediate Holdings may, make payments of or on account of monitoring or management or similar fees (zincluding reasonable out-of-pocket expenses incurred in connection therewith) immediately upon receipt thereofto the Sponsor or its Affiliates in an aggregate amount in any fiscal year not in excess of $2,500,000, (vi) so long as no Default has occurred and is continuing or would result therefrom, Intermediate Holdings shall apply all of may make additional Restricted Payments (and the Borrower may make Restricted Payments to Intermediate Holdings the proceeds of which are to be used by Intermediate Holdings to make such dividend additional Restricted Payments) in an aggregate amount not to repay exceed the Available Basket Amount at the time of such Restricted Payment and (vii) without duplication as to amounts distributable with respect to taxes under clause (iv) above, in full the Structured Note Bridge Indebtedness then outstandingevent that Holdings, Intermediate Holdings and the Borrower become pass-through or disregarded entities for U.S. federal income tax purposes, Intermediate Holdings may make Tax Distributions to Holdings (and the Borrower may make distributions to Intermediate Holdings, the proceeds of which are used by Intermediate Holdings to make such Tax Distributions) to the extent that the aggregate amount of Tax Distributions made pursuant to this clause (vii) in respect of any taxable year does not exceed the aggregate amount of U.S. federal, state and local income taxes that would have otherwise been payable by the Borrower for such taxable year had it remained a corporation for U.S. federal income tax purposes for such taxable year.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of the Borrower will, nor or any Subsidiary will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or enter into any transaction the economic if (A) immediately prior to and after giving effect of which is substantially similar to any such Restricted Payment, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares an Event of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or would result from the making of therefrom or (B) after giving effect to such paymentRestricted Payment, the Borrower may pay dividends to Holdings at such times and would not be in such amounts as shall be necessary to permit Holdings to discharge, compliance with the covenant set forth in Section 8.25 on a Pro Forma Basis for the most recent Test Period ended on or prior to the extent permitted hereunder, its permitted liabilitiesdate of such Restricted Payment; provided that (vi) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends make any Restricted Payments with respect to Holdings to permit Holdings to its Equity Interests payable solely in additional Equity Interests permitted hereunder, (ii) any Subsidiary may declare and pay make any Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such dividends Equity Interests, (iii) the Borrower may redeem in whole or in part any of its Qualified Equity Interests in exchange for another class of Qualified Equity Interests or rights to acquire its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Equity Interests; provided that the terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Qualified Equity Interests are at least as favorable to the Lenders as those contained in the Qualified Equity Interests redeemed thereby, (iv) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower, (v) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent all or a portion of the exercise price of such options or warrants, (vi) at so long as no Default or Event of Default has occurred, is continuing or would result therefrom, the Borrower may redeem, acquire, retire or repurchase (including through the issuance of promissory notes by the Borrower or any time after the consummation other Loan Party pursuant to Section 8.7(xv)) its Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of the Structured Note FinancingBorrower and its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, except with respect to non-discretionary repurchases, acquisitions, retirements or redemptions pursuant to the terms of any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreement or equity holders’ agreement, the aggregate amount of all cash and Permitted Investments paid in respect of all such Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (x) $2,000,000 plus (y) all net cash proceeds obtained by the Borrower during such calendar year from the sale of such Equity Interests to other present or former officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements plus (z) all net cash proceeds obtained from any key-man life insurance policies received during such calendar year, (vii) the Borrower may declare and pay a dividend make Restricted Payments in an amount equal to Holdings so long as withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager or consultant (xor their respective Affiliates, estates or immediate family members) in connection with the aggregate amount exercise of stock options and the vesting of restricted stock and may redeem, acquire, retire or repurchase (including through deemed repurchases) its Equity Interests from such dividend Persons; provided that all payments made under this clause (vii) shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon$2,000,000 in any calendar year, (y) no Default has occurred and is continuing or would result therefrom and (zviii) immediately upon receipt thereof, Holdings shall apply all of the Borrower may declare and make any Restricted Payments with respect to net cash proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingfrom any Prior Disclosed Disposition.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, to declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except except: (i) Holdings and each Restricted Subsidiary may make Restricted Payments to the Borrower or any other Restricted Subsidiary; (ii) Holdings, the Borrower and each Restricted Subsidiary may declare and pay dividends with respect to their capital stock make dividend payments or other distributions payable solely in additional shares the Equity Interests of their respective common stock, (ii) such Person; provided that in the case of any such Restricted Subsidiaries (other than Payment by a Restricted Subsidiary that is not a Wholly Owned Subsidiary of the Borrower) may declare , such Restricted Payment is made to the Borrower, any Restricted Subsidiary and pay dividends ratably with respect to each other owner of Equity Interests of such Restricted Subsidiary based on their capital stock, relative ownership interests of the relevant class of Equity Interests; (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making Specified Event of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and be caused thereby, the payment of quarterly distributions or dividends in an amount not to exceed the Specified Dividend Amount during any fiscal quarter that commences after the Closing, commencing with the fiscal quarter in which the First Amendment Effective Date occurs; provided that for the avoidance of doubt, unused amounts with respect to any such fiscal quarter shall not be available in any other fiscal quarter; (ziv) immediately repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interests in any direct or indirect parent of Holdings), the Borrower or any Restricted Subsidiary deemed to occur upon receipt thereof, Holdings shall apply all the exercise of stock options or warrants if such Equity Interests represent a portion of the proceeds exercise price of such dividend options or warrants; (v) Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to repay any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies or any Employee Holding Vehicle to so redeem, retire, acquire or repurchase Equity Interests of Holdings or such entity) held by current or former officers, managers, consultants, directors and employees or their permitted transferees (or their respective estates, executors, trustees, administrators, heirs, legatees or distributes) of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, or held by any Employee Holding Vehicle for the benefit of any of the foregoing, upon the death, disability, retirement or termination of employment of any such Person or otherwise in full accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement, in an aggregate amount after the Structured Note Bridge Indebtedness then outstanding.ClosingFirst Amendment Effective Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(k) in lieu of Restricted Payments permitted by this clause (v) not to exceed $30,000,000 in calendar year 2021 and $15,000,000 in any calendar year thereafter, with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $45,000,000 in any calendar year (without giving effect to the following proviso);

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willAllied Waste will not, nor will they it permit any other of its Restricted Subsidiary Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Allied Waste may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective common its capital stock, (ii) Restricted Subsidiaries (other than of the Borrower) Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings Allied Waste may make Restricted Payments, not exceeding an aggregate amount of $3,000,000 25,000,000 during any fiscal year, pursuant to and in accordance with the stock option plans or other benefit plans or in connection with incentive or compensation arrangements for current or former management or employees of Holdings the Borrower and the its Restricted Subsidiaries; , (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower or any Restricted Subsidiary may pay dividends declare and make dividend payments to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, Allied Waste solely to the extent permitted hereundernecessary for Allied Waste to pay for taxes and to pay administrative expenses to conduct its business in accordance with Sections 5.01A(b) and 6.10A, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings Allied Waste may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date Sponsor Preferred Stock payable solely in additional shares of Sponsor Preferred Stock (or other capital stock, as provided therein); (vi) the Borrower or any Restricted Subsidiary may pay cash dividends to Allied Waste in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings sufficient to permit Holdings Allied Waste to declare pay cash dividends on the Sponsor Preferred Stock (including shares theretofore paid as dividends thereon in accordance with clause (v) hereof) and Allied Waste may pay cash dividends on such dividends and Sponsor Preferred Stock; provided, however, that all cash dividend payments in accordance with this clause (vi) at any time after are subject to the consummation satisfaction of the Structured Note Financing, following additional conditions on the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount date of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred payment and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstanding.after giving effect thereto:

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary of its subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (ii) Holdings may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests, (iii) Holdings may make (and the Parent Borrower may declare and make dividends or other distributions to Holdings in amounts necessary to permit Holdings to make) Restricted Payments in an aggregate amount not to exceed $3,000,000 in any fiscal year of the Parent Borrower to cancel, redeem, acquire or repurchase shares of its common or preferred stock held by, or stock options granted to, directors and employees of the Loan Parties in the event of death, disability, termination of employment or retirement of any such director or employee (it being understood that such Restricted Payment may be in the form of Indebtedness subordinated to the Obligations in a manner reasonably acceptable to the Administrative Agent), (iv) Holdings may exchange its Qualified Equity Interests for, and in repayment or prepayment of, any subordinated Indebtedness permitted by Section 6.01(q) or refinance such subordinated Indebtedness with other subordinated Indebtedness to the extent permitted by Section 6.01(q), (v) Holdings may and the Parent Borrower may, or may make Restricted Payments to Holdings so that Holdings may, make Restricted Payments, not exceeding $3,000,000 1,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans approved by the Parent Borrower’s board of directors for management or employees of Holdings Holdings, the Parent Borrower and the Restricted Subsidiaries; , (ivvi) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Parent Borrower may pay dividends make Restricted Payments to Holdings at such times and in such amounts (A) not exceeding $500,000 during any fiscal year (or $4,000,000 in any fiscal year of the Parent Borrower following the completion of an IPO where Holdings is the Public Company), as shall be necessary to permit Holdings to dischargedischarge its general corporate and overhead (including franchise taxes 101 and directors fees) expenses incurred in the ordinary course and other permitted liabilities and (B) as shall be necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the Parent Borrower and the Subsidiaries; provided, however, that (1) the amount of Restricted Payments pursuant to clause (B) of this clause (vi) shall not exceed the amount that the Parent Borrower and the Subsidiaries would be required to pay in respect of federal, state, provincial and local taxes were the Parent Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers and (2) all Restricted Payments made to Holdings pursuant to this clause (vi) are used by Holdings for the purposes specified herein within five Business Days after Holdings’ receipt thereof, (vii) the Parent Borrower may make Restricted Payments to the extent necessary to permit Holdings to make, and Holdings may make, payments of or on account of (A) management, consulting and advisory fees, (B) transaction fees and (C) reimbursement of reasonable out-of-pocket costs and expenses incurred in connection with management, consulting and advisory services, in each case to the Sponsor and the Sponsor Affiliates to the extent permitted hereunderby Section 6.09(f), its permitted liabilities; provided that, solely with respect to Restricted Payments made pursuant to subclause (vA) on of this clause (vii), no Event of Default shall have occurred and after the Leverage Target Datebe continuing or would result therefrom, (viii) concurrently with any issuance of Qualified Equity Interests, Holdings may declare redeem, purchase or retire any Equity Interests of Holdings using the proceeds of, or convert or exchange any Equity Interests of Holdings for, such Qualified Equity Interests, (ix) to the extent permitted by the Senior Secured Notes Indenture, the Loan Parties may make Restricted Payments from (and pay dividends in cash with respect to its convertible preferred stock outstanding as within one year of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vireceipt of) at any time after the consummation of the Structured Note FinancingAAG Proceeds, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount Loan Parties may make Restricted Payments comprised of no more than 25% of the Purchase Price Adjustment Proceeds, if any, (xi) Holdings may make repurchases of Equity Interests of Holdings deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such dividend shall not exceed options or warrants pursuant to and in accordance with stock option plans or other benefit plans approved by the principal amount Holdings’s or the Parent Borrower’s board of directors for management or employees of Holdings, the Parent Borrower and the Subsidiaries, (xii) Holdings may and the Parent Borrower may, or may make Restricted Payments to Holdings so that Holdings may, make cash payments in lieu of the Structured Note Bridge Indebtedness outstanding at issuance of fractional shares in connection with the time such dividend is paid plus accrued interest thereonexercise of warrants, (y) no Default has occurred and is continuing options or would result therefrom other securities convertible into or exchangeable for Equity Interests of Holdings or the Parent Borrower, as the case may be, and (zxiii) immediately upon receipt thereofthe Parent Borrower may make to Holdings, and Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingmay make, Restricted Payments using Excluded Proceeds.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except except: (i) Holdings and each Restricted Subsidiary may make Restricted Payments to the Borrower or any other Restricted Subsidiary; provided that, in the case of any such Restricted Payment by a Restricted Subsidiary that is not a Wholly Owned Subsidiary of the Borrower, such Restricted Payment is made to the Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary pro rata (or on a more favorable basis to the Borrower or any Restricted Subsidiary) based on their relative ownership interests of the relevant class of Equity Interests of such Restricted Subsidiary; (ii) the Borrower and each Restricted Subsidiary may declare and pay dividends with respect to their capital stock make dividend payments or other distributions payable solely in additional shares the Equity Interests of their respective common stock, (ii) Restricted Subsidiaries such Person (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, Disqualified Equity Interests); (iii) Holdings the Borrower and each Restricted Subsidiary may make any Restricted PaymentsPayment so long as (A) there exists no Event of Default at the time of the declaration thereof and (B) immediately after giving effect to such Restricted Payment on a Pro Forma Basis, not exceeding $3,000,000 during any fiscal year, pursuant (1) the Total Net Leverage Ratio is equal to or less than 0.75 to 1.00 and (2) the Borrower is in accordance compliance with stock option plans or other benefit plans the Financial Performance Covenant for management or employees of Holdings and the Restricted SubsidiariesTest Period most recently ended; (iv) so long as no Default shall have occurred payments made or expected to be made by the Borrower or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise, vesting or settlement of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective controlled Affiliates or permitted transferees) and be continuing any repurchases of Equity Interests deemed to occur upon exercise of stock options or result from warrants if such Equity Interests represent a portion of the making exercise price of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilitiesoptions or warrants or required withholding or similar taxes; (v) on and after Restricted Payments by the Leverage Target DateBorrower used (A) to redeem, Holdings may declare and pay dividends in cash acquire, retire or repurchase shares of its Equity Interests through open market purchases or (B) to redeem, acquire, retire, repurchase or settle its Equity Interests (or any options, warrants, restricted stock or stock appreciation rights or similar securities issued with respect to its convertible preferred stock outstanding as any such Equity Interests) or to service Indebtedness incurred by the Borrower or any Restricted Subsidiary to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interest, in each case in respect of this clause (B), held directly or indirectly by current or former officers, managers, consultants, members of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and Board of Directors, employees or independent contractors (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay or any of its Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such dividends and (vi) at Person or otherwise in accordance with any time after the consummation of the Structured Note Financingstock option or stock appreciation rights plan, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereonany management, (y) no Default has occurred and is continuing director and/or employee stock ownership or would result therefrom and (z) immediately upon receipt thereofincentive plan, Holdings shall apply all of the proceeds of such dividend to repay stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in full the Structured Note Bridge Indebtedness then outstanding.an

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings Alamosa Delaware nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower Alamosa Delaware may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockCapital Stock; provided, that no distribution referred to in this clause (ii) shall be permitted to be made by any Special Purpose Subsidiary unless such distribution is in cash or in shares of its common Capital Stock pledged under the Pledge Agreement and no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) Holdings Alamosa Delaware may make Restricted Payments, not exceeding $3,000,000 1,000,000 during any fiscal year, year pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of Holdings Alamosa Delaware and the its Restricted Subsidiaries; , (iv) so long at a time, in the case of both (x) and (y) below, when there does not exist a Default (or such distribution would not cause a Default), the Borrower may make distributions to Alamosa Delaware for the sole purpose of, and in an amount sufficient to fund, the payment of (x) principal at scheduled maturity and (y) interest when due as scheduled, in each case in respect of the 127/8% Senior Discount Notes and the 12 1/2% Senior Notes; provided, in the case of both (x) and (y), that such payment is due or to become due within 30 days from the date of such distribution and the cash distributed is in fact utilized to meet such payment obligation, (v) if no Default shall have has occurred and be continuing or result from the making of such paymentis continuing, the Borrower may pay dividends to Holdings Alamosa Delaware and Alamosa Delaware may pay dividends, in each case at such times and in such amounts amounts, not exceeding the lesser of (A) $1,000,000 and (B) $50,000,000 minus the amount of all other Permitted Equity Proceeds Uses at such time, during any fiscal year as shall be necessary to permit Holdings each of Alamosa Delaware, APCS and Superholdings to discharge, to the extent permitted hereunder, discharge its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) if no Default has occurred and is continuing or would result therefrom continuing, Alamosa Delaware, the Borrower and the other Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed $50,000,000 minus the amount of all other Permitted Equity Proceeds Uses at such time and (zvii) immediately upon receipt thereof, Holdings shall apply all of Restricted Payments may be made on the proceeds of such dividend Effective Date as necessary to repay in full consummate the Structured Note Bridge Indebtedness then outstandingTransactions.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted Subsidiary to, declare Declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower may declare and pay dividends make Restricted Payments with respect to their capital stock its Capital Stock payable solely in additional shares of their respective common stockCapital Stock, (ii) Restricted Subsidiaries (other than Payments made to the Borrower) may declare and pay dividends ratably with respect to their capital stockBorrower or any Subsidiary Guarantor, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 1,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted its Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making any distribution of such payment, rights to all shareholders of the Borrower and any purchase, redemption or other acquisition or retirement of equity interests issued pursuant to any shareholder rights plan of the Borrower, as the same may pay dividends be adopted or amended from time to Holdings at such times and in such amounts time, as shall be necessary to permit Holdings to discharge, to which the extent permitted hereunder, its permitted liabilitiesaggregate amount of the Restricted Payments made after the Effective Date does not exceed $1,000,000; (v) on and after the Leverage Target Date, Holdings Borrower may make declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note FinancingDecember 31, the Borrower may declare and pay a dividend to Holdings so long as (x) 2003 provided that the aggregate amount of such dividend shall be allowed under existing law, shall not cause a default or event of default under the Senior Note Indenture or any other material Indebtedness, and shall not exceed .01 per share of Borrower's Capital Stock and in no event to exceed $1,000,000 in any fiscal quarter; and (vi) the principal amount issuance by the Borrower of options or other equity securities of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereonBorrower to outside directors, (y) no Default has occurred and is continuing members of management or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all employees of the proceeds Borrower or any of such dividend to repay in full its Subsidiaries. For the Structured Note Bridge Indebtedness then outstandingavoidance of doubt, during the occurrence or continuance of an Event of Default, clauses (iii) through (v) of this Section 6.07(a) shall not be permitted exceptions.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor No Loan Party will they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (ia) Holdings and the Borrower and Parent may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their respective its common stock, (iib) Restricted so long as no Default exists or would arise as a result thereof, Subsidiaries (other than of the Borrower) Borrower may declare and pay dividends ratably with respect to the holders of their capital stockEquity Interests, (iiic) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted its Subsidiaries; , (ivd) so long as no Default shall have occurred exists or would arise as a result thereof, the Parent may make other Restricted Payments with respect to (i) the Parent’s common stock and be continuing (ii) repurchases, redemptions or other buybacks of Parent’s common stock, in an aggregate amount not to exceed $10,000,000 during any fiscal year; provided, that, with respect to each of clauses (a) through (d) above, such Person and the Persons holding its Equity Interests are in compliance with Section 7-80-606 of the Colorado Revised Statutes, (e) so long as no Default exists or would arise as a result from the making of such paymentthereof, the Borrower may pay cash dividends to Holdings at the Parent in an amount sufficient to allow the Parent to pay (i) reasonable audit and other accounting expenses incurred in the ordinary course of business, (ii) Taxes due and payable by the Parent to any taxing authority and reasonable expenses incurred in connection with preparation of related Tax returns and filings, (iii) reasonable and necessary expenses (including professional fees and expenses) incurred by the Parent in connection with (A) registration, public offerings and exchange listing of equity securities and maintenance of the same, (B) compliance with reporting obligations under, or in connection with compliance with, federal or state securities laws, and (C) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such times capacity, or obligations in respect of director and officer insurance (including premiums therefor), (iv) Restricted Payments with respect to (A) the Parent’s common stock and (B) repurchases, redemptions or other buybacks of Parent’s common stock pursuant to clause (d) above in such amounts as shall be necessary an aggregate amount not to permit Holdings to dischargeexceed $10,000,000 during any fiscal year, to the extent permitted hereunder, its permitted liabilities; and (v) on other reasonable expenses incurred by Parent in the ordinary course of business, and after (f) so long as no Default exists or would arise as a result therefrom, (i) the Leverage Target Date, Holdings Borrower may declare and pay make cash dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date Parent in an amount not exceeding $40,000,000 in any fiscal year and sufficient to allow the Borrower may declare and pay dividends Parent to Holdings to permit Holdings to declare and pay such dividends make the Permitted Dividend Payment and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (xii) the aggregate amount of such dividend shall not exceed Parent may make the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingPermitted Dividend Payment.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings each of the Loan Parties and the Borrower Restricted Subsidiaries may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their respective common stockits Equity Interests (other than Disqualified Equity Interests), (ii) Restricted Subsidiaries (other than the Borrower) any Loan Party may declare and pay dividends ratably with respect make Restricted Payments to their capital stockany Loan Party, (iii) Holdings any Restricted Subsidiary that is not a Loan Party may declare and make Restricted Payments to any Loan Party or other Restricted Subsidiary, (iv) Restricted Payments made by any Loan Party to any non-Loan Party as part of a series of transactions whereby such Restricted Payment is ultimately made to a Loan Party, (v) the Loan Parties and the Restricted Subsidiaries may make Restricted Payments, not exceeding $3,000,000 25,000,000 during any fiscal yearyear of Insight, pursuant to and in accordance with stock equity option plans plans, equity award plans, or other benefit plans for management or employees of Holdings the Loan Parties and their Restricted Subsidiaries (including non-cash repurchases of Equity Interests deemed to occur upon the exercise of equity awards if such Equity Interests represent a portion of the purchase price therefor), (vi) the Loan Parties may make other Restricted Subsidiaries; Payments subject to the satisfaction of the Payment Conditions immediately after giving effect to such Restricted Payment, (ivvi) so long as no Default shall have occurred and be continuing or result from the making Event of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom therefrom, Insight and its Restricted Subsidiaries may make cash payments in lieu of issuance of fractional shares in connection with the conversion of any convertible Equity Interests of Insight, (viii) Insight may make repurchases of Equity Interests of Insight (A) deemed to occur on the exercise of stock options or warrants or similar rights if such Equity Interests represent the delivery of a portion of the Equity Interests subject to such options or warrants or similar rights in satisfaction of the exercise price of such stock options, warrants or similar rights (and do not involve cash consideration) or (B) deemed to occur in the case of payment by Insight of withholding or similar Taxes payable by any future, present or former officer, director, employee, consultant or agent (or heirs or other permitted transferees thereof), in connection with the exercise or vesting of stock options, restricted stock warrants or similar rights (in lieu of a portion of the shares that otherwise would be issued upon such exercise or vesting), (ix) Insight may redeem, repurchase, acquire or retire any of its outstanding Qualified Equity Interests upon the exercise, termination or unwind of any Permitted Convertible Debt Hedge Transaction or upon conversion, exchange, repurchase, redemption or retirement of any Convertible Debt Security, (x) Insight may make Restricted Payments (A) in connection with (including, without limitation, purchases of) any Permitted Convertible Debt Hedge Transaction, (B) to settle any Permitted Warrant (I) by delivery of its Qualified Equity Interests, (II) by set-off against the related Permitted Bond Hedge or (III) with cash payments in an aggregate amount not to exceed the aggregate amount of any payments and/or deliveries received pursuant to the settlement of any related Permitted Bond Hedge (subject to any increase in the price of the underlying common stock since the settlement of such Permitted Bond Hedge), (C) to terminate any Permitted Warrant or (D) to terminate any Permitted Share Repurchase Transaction, and (zxii) immediately upon receipt thereof, Holdings shall apply all Insight may make cash payments in lieu of the proceeds issuance of fractional shares in connection with the exercise, conversion or settlement of any Convertible Debt Hedge Transaction or cash payments on any Convertible Debt Security in accordance with the terms and conditions set forth in the documents evidencing such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingConvertible Debt Security.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Parent Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Parent Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares Equity Interests of their respective common stockthe same class (or any other Equity Interests of the Parent Borrower otherwise permitted to be issued hereunder) or 116 options, warrants or other rights to purchase such Equity Interests; (ii) Restricted the Parent Borrower may declare and pay a dividend or make a distribution to the owners of its Equity Interests of all the Equity Interests in, or all or substantially all the assets of, any Subsidiary, provided that (A) immediately -------- prior to the payment of such dividend or distribution the Parent Borrower or its Subsidiaries are permitted to sell, transfer or otherwise dispose of such Equity Interests or assets pursuant to Section 6.05, (B) such Equity Interests or assets are sold by such Permitted Holders immediately after the payment of such dividend or the making of such distribution, (C) all Net Proceeds from such sale are contributed by such Permitted Holders to the Parent Borrower as common equity immediately after the receipt thereof and (D) to the extent the sale, transfer or other than disposition of such Equity Interests or assets would have constituted a Prepayment Event if sold, transferred or otherwise disposed of by the BorrowerParent Borrower or a Subsidiary, such Net Proceeds shall be applied pursuant to Section 2.11(c); (iii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted SubsidiariesEquity Interests; (iv) the Parent Borrower may pay Tax Distributions so long as no Default shall have occurred the Parent Borrower is treated as a pass-through entity for United States Federal income tax purposes; and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings Parent Borrower may declare and pay dividends in cash with respect make any payments then required to its convertible preferred stock outstanding as of be paid pursuant to the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year CHD Agreements and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note FinancingXxxxx Agreements, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingunless otherwise prohibited by Section 6.15.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willThe Transaction Parties will not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower Transaction Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted the Borrower Subsidiaries (may declare and pay dividends ratably with respect to their capital stock and the Subsidiaries other than the Borrower) Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings the Borrower may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date Subsidiaries in an amount not exceeding $40,000,000 in during any fiscal year and of Holdings (A) $2,000,000 plus (B) the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as amount by which (x) the aggregate product of $2,000,000 and the number of complete fiscal years during the period from and after September 26, 1997, to but excluding the date of such Restricted Payment exceeds (y) the amount of all such dividend Restricted Payments made during such fiscal years plus (C) the aggregate cash consideration received by the Borrower during the period from and after September 26, 1997, to but excluding the date of such Restricted Payment from the sale or issuance of common stock to management or employees of the Borrower to the extent such cash consideration was not previously taken into account in connection with any Restricted Payment under this clause (iii), provided all such Restricted Payments made under this clause (iii) shall not exceed $8,000,000 in the principal amount aggregate plus any amounts permitted under sub-clause (iii) (C) during the term of this Agreement, (iv) the Borrower and Hechinger Stores may pay dividends or make loans to Hechinger to the extent necessary to enable Hechinger to redeem or purchase any portion of the Structured Note Bridge Indebtedness outstanding at Existing Hechinger Public Debt to the time extent that the Borrower or Hechinger Stores would have been permitted to redeem or repurchase such dividend is paid plus accrued interest thereon, Existing Hechinger Public Debt pursuant to clause (yb) no Default has occurred and is continuing or would result therefrom (iii) below and (zv) immediately upon receipt thereof, Holdings shall apply all any of the proceeds Transaction Parties or Subsidiaries may pay dividends to enable payment of such dividend to repay fees and other amounts owing under any of the transactions specified in full the Structured Note Bridge Indebtedness then outstandingSchedule 6.08.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) any Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower Subsidiary may pay dividends to Holdings at Borrower or any Restricted Subsidiary, and (ii) Borrower may make Restricted Payments provided that (A) such times Restricted Payments are in shares of common stock or other Equity Interests of Borrower and in (B) if such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends Restricted Payments are in cash with respect to its convertible preferred stock outstanding as or of the Amendment No. 4 Effective Date in an amount Property not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financingconstituting Equity Interests, the Borrower may declare and pay a dividend to Holdings so long as (x) then the aggregate amount of all such dividend dividends shall not exceed (in cash or fair market value of Property) an amount equal to the principal sum of (1) U.S.$30,000,000, PLUS (2) 50% of the net income of Borrower and its Restricted Subsidiaries on a consolidated basis for the period commencing October 1, 2000 to and including the last day of the most recently ended fiscal quarter for which financial statements have been delivered under Section 5.1 taken as a single accounting period (provided that in no event shall the amount under this clause (2) be less than U.S.$0.00), PLUS (3) 50% of the net cash proceeds (which for purposes of this clause (3) will mean net of any proceeds used to repay, repurchase or redeem Subordinated Indebtedness under SECTION 7.8(b)(iv)) received by Borrower from any sale of Equity Interests after the Global Effective Date, LESS (4) an amount equal to the amount of Subordinated Indebtedness repaid, redeemed or purchased under SECTION 7.8(b)(iii). For the Structured Note Bridge Indebtedness outstanding at purpose of this SECTION 7.8(a), consolidated net income of Borrower and its Restricted Subsidiaries on a consolidated basis shall exclude the time such dividend is paid plus accrued interest thereonfollowing non-cash items (provided that the same shall be included when they become cash items): (x) any impairment of Properties for accounting purposes under a ceiling test adjustment, (y) no Default has occurred and is continuing any extraordinary item or would result therefrom and (z) immediately upon receipt thereofany gain attributable to a change in accounting method which, Holdings at the time of recognition in the financial statements of Borrower and its Restricted Subsidiaries is not a cash item. To the extent future cash payments are made or received with respect to a change in accounting method and such payment is not otherwise included in the computation of consolidated net income for such period, consolidated net income shall apply all of be reduced or increased by the proceeds amount of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingcash payment or receipt.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) Holdings and the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their respective its common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, provided that no distribution referred to in this clause (ii) shall be permitted to be made by any Special Purpose Subsidiary if any Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) Holdings if no Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Payments, not exceeding $3,000,000 10,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings the Borrower and the Restricted its Subsidiaries; , (iv) so long as if no Default shall have occurred and be continuing or result from the making Event of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom therefrom, (A) the Borrower may make Restricted Payments to Holdings to fund, as and when due, payments of regularly scheduled cash dividends on Existing Preferred Stock (z) immediately upon receipt thereof, and Holdings shall apply all of may pay such dividends with the proceeds of such Restricted Payments to it), provided no such Restricted Payment shall be made by the Borrower more than 15 days prior to the payment date for any such cash dividend on Existing Preferred Stock; and (B) the Borrower may make Restricted Payments to repay Holdings to fund, as and when due, payments in full respect of taxes, audit fees, directors and officers insurance premiums and other administrative expenses incurred by Holdings (to the Structured Note Bridge extent fairly allocable to the business of the Borrower and the Subsidiaries rather than the business of the Unrestricted Subsidiaries) in an aggregate amount not to exceed $3,000,000 (or such higher amount as the Administrative Agent may agree) during any fiscal year of the Borrower, (v) if no Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings for the purpose of enabling Holdings to repurchase or redeem shares of Series A Preferred Stock or other Capital Stock of Holdings, and Holdings may use the proceeds of such Restricted Payments to effect repurchases or redemptions of Series A Preferred Stock or other Capital Stock of Holdings, provided that (A) immediately after giving effect to any such Restricted Payment and related repurchase or redemption, (x) Current Liquidity is not less than $100,000,000 and (y) Holdings, the Borrower and the Subsidiaries are in Pro Forma Compliance with the Financial Covenants and (B) the amount of such Restricted Payments paid to Holdings for the purpose of repurchasing or redeeming Capital Stock other than the Series A Preferred Stock shall not in any event exceed $25,000,000 in the aggregate and (vi) if no Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings to fund, as and when due, payments of regularly scheduled interest and principal in respect of any Qualifying Subordinated Indebtedness then outstandingincurred by Holdings that is permitted by Section 6.01(a), other than payments prohibited by the subordination provisions thereof.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower will, nor will they it permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except (i) Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (ii) Holdings may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests, (iii) Holdings may make Restricted Payments, Payments not exceeding $3,000,000 7,500,000 in the aggregate during any fiscal yearthe term of this Agreement, pursuant to and in accordance with stock option plans or other benefit plans approved by Holdings’ or the Borrower’s board of directors, as applicable, for management or employees of Holdings Holdings, the Borrower and the other Subsidiaries (and the Borrower may make Restricted Subsidiaries; Payments to Holdings in amounts necessary to permit such Restricted Payments), (iv) so long as no Default shall have occurred and be continuing concurrently with any issuance of Qualified Equity Interests, Holdings may redeem, purchase or result from retire any Equity Interests of Holdings using the making proceeds of, or convert or exchange any Equity Interests of Holdings for, such paymentQualified Equity Interests, (v) the Borrower may pay dividends to Holdings at (and the other Subsidiaries may pay dividends to the Borrower and each other for the purposes of funding such times and dividend) in such amounts as shall be necessary to permit Holdings to dischargepay taxes, fees and expenses relating to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as Holdings’ ownership of the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year Borrower and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends Holdings’ maintenance of its corporate existence and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare repurchase or redeem the Permitted Disqualified Equity Interests at the times and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed extent required by the principal amount terms thereof or the terms of the Structured Note Bridge Indebtedness outstanding at Executive Agreements, in each case in effect on the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingEffective Date.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of the Parent, the Borrower will, nor will they permit or any other Restricted Subsidiary to, will declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayments, or enter into incur any transaction the economic effect of which is substantially similar obligation (contingent or otherwise) to any Restricted Paymentdo so, except that (i) Holdings and the Borrower Parent may declare and pay dividends with respect to their capital stock its Equity Interests and make other Restricted Payments payable solely in additional shares of their respective common stock, Equity Interests permitted hereunder; (ii) Restricted Subsidiaries (other than the Borrower) General Partner or any Subsidiary of the Borrower may declare and pay dividends ratably or make other distributions with respect to their its capital stock, partnership or membership interests or other similar Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Parent and the Subsidiaries); (iii) Holdings the Parent may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants as part of a “cashless” exercise; (iv) the Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Parent in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Parent, and the Borrower may make Restricted Payments to the Parent in order to enable the Parent to make such cash payments; (v) the Parent may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for management directors, officers or employees of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of such paymentParent, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to dischargethe other Subsidiaries, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an aggregate amount not exceeding in excess of $40,000,000 5,000,000 in any fiscal year, and the Borrower may make 102 Restricted Payments to the Parent in order to enable the Parent to make such Restricted Payments; provided that any amount not so used in any given fiscal year may be carried forward and used in the next succeeding fiscal year; (vi) the Borrower may declare and pay dividends with respect to Holdings its Equity Interests in an aggregate amount in respect of any period of four fiscal quarters for which financial statements have been delivered to permit Holdings the Lenders (or, if shorter, the period from the Effective Date to the last day of the fiscal quarter of the Parent then last ended for which financial statements have been delivered to the Lenders) not to exceed 95% of Adjusted Funds from Operations for such period and the Parent may declare and pay dividends in an aggregate amount not to exceed the amount of such dividends received by the Parent; (vii) from and (vi) at any time after the consummation of the Structured Note FinancingREIT Election Date, the Borrower may declare and or pay any dividend with respect to its Equity Interests or make any distribution to its equity holders to fund a dividend or distribution by the Parent (and make any corresponding distributions to Holdings the holders (other than the Parent) of limited partnership units in the Borrower based on such equity holders' individual percentage ownership of Equity Interests in the Borrower), so long as the Parent believes in good faith that the Parent qualifies as a REIT under the Code and the declaration or payment of such dividend, in each case, by the Parent, or the making of such distribution is necessary either to maintain the Parent's status as a REIT under the Code for any calendar year or to enable the Parent to avoid payment of any Tax for any calendar year that could be avoided by reason of a distribution by Parent to its equityholders, with such distribution by the Parent to be made as and when determined by Parent, whether during or after the end of, the relevant calendar year; (viii) the Parent and the Borrower may make Restricted Payments (A) in amounts necessary to redeem for cash Equity Interests of the Borrower that are transferred or owned in violation of the terms of the Partnership Agreement, (B) to redeem, for cash or Equity Interests in the Parent, Equity Interests of the Borrower owned by limited partners of the Borrower to the extent required by the Partnership Agreement or (C) as otherwise contemplated and required by the Partnership Agreement; (ix) Permitted Tax Payments may be made; and (x) the aggregate amount of such dividend shall not exceed the principal amount Restricted Payments may be made out of the Structured Note Bridge Indebtedness outstanding at net cash proceeds of an issuance of Equity Interests of the time such dividend is paid plus accrued interest thereon, Parent (yother than Disqualified Equity Interests) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all out of the proceeds of a contribution to the common equity capital of the Parent from its equityholders within 180 days following the date of such dividend issuance or contribution, as the case may be; provided that in the case of each of clause (vi), (vii) (viii) and (x), no Default referred to repay in full the Structured Note Bridge Indebtedness then outstandingparagraphs (a), (b), (h) or (i) of Article VII and no Event of Default shall have occurred and be continuing.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Borrower willTenant will not, nor will they it permit any other Loan Party or any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or enter into to make, or agree to make any transaction the economic effect of which is substantially similar redemptions or repurchases with respect to its capital stock, or incur any Restricted Paymentobligation (contingent or otherwise) to do so, except (i) each of Holdings and the Borrower Tenant may declare and pay dividends make Restricted Payments with respect to their capital stock its common Equity Interests payable solely in additional shares of their respective its common stockEquity Interests, and, with respect to its preferred Equity Interests, payable solely in additional shares of such preferred Equity Interests or in shares of its common Equity Interests, (ii) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iii) Each of Holdings and Tenant may make Restricted Payments, not exceeding $3,000,000 5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings, Tenant and its Restricted Subsidiaries, (iv) each of Holdings and Tenant may pay dividends or make distributions to the Restricted Subsidiariespersons holding its Equity Interests in an aggregate amount such that such persons may pay (x) franchise Taxes and other fees, Taxes and expenses to maintain their legal existence and (y) federal, state and local income Taxes to the extent attributable to Holdings and its Subsidiaries or to Tenant and its Subsidiaries as the case may be, provided that in all events the amounts paid pursuant to clause (y) shall be amounts sufficient to pay the direct obligations of such persons for such Taxes and obligations of Tenant and Holdings under the Tax Sharing Agreement, provided, however, that (aa) the amounts paid under clause (y) shall not exceed the amount that would be payable, on a consolidated or combined basis, were Holdings the common parent of a separate federal consolidated group or state combined group including Tenant and its Subsidiaries and (bb) in the case of Taxes attributable to the Unrestricted Subsidiary, an amount equal to the amount of such tax payment has been received by Tenant from the Unrestricted Subsidiary prior to such payment being made; and (ivv) so long as there exists no Default shall have occurred Event of Default, each of Holdings and be continuing or result from the making of such payment, the Borrower Tenant may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, or make distributions to the extent permitted hereunder, persons holding its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay dividends in cash with respect to its convertible preferred stock outstanding as of the Amendment No. 4 Effective Date Equity Interests in an aggregate amount not exceeding such that such persons may pay officers, directors and corporate overhead expenses incurred in the ordinary course of business up to a maximum aggregate amount of $40,000,000 2,500,000 in any fiscal year and the Borrower may declare and pay dividends to Holdings to permit Holdings to declare and pay such dividends and (vi) at any time after the consummation of the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long as (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or would result therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of the proceeds of such dividend to repay in full the Structured Note Bridge Indebtedness then outstandingyear.