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

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of 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 may declare and pay dividends ratably with respect to their Equity Interests, (iii) provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parent.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock payable solely in additional shares of 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, subject to the restrictions under Section 6.04(c), (ii) Restricted Subsidiaries may declare distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, (iii) provided that no Event of Default has occurred and if any Subsidiary is then continuingnon-wholly-owned, the Company such Subsidiary may declare and only pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends ratably with respect to its Equity Interests toheld or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the Restricted Subsidiary that owns 100% foregoing), to the extent such Equity Interests represent a portion of its Equity Interests; provided that the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the event Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any Restricted Payment is FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parenta Loan Party).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each any Loan Party and or any of its Restricted Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of 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 a Restricted Subsidiaries Payment to a Borrower and any Subsidiary which is not a Loan Party may declare and pay dividends ratably with respect make a Restricted Payment to their Equity Interests, another Subsidiary; (iii) provided that the Loan Parties and their Subsidiaries may (A) so long as no Event of Default has occurred and is then continuing, repurchase Equity Interests from employees, officers or directors upon death, disability, retirement or termination of employment, where such repurchases are made pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company may declare Loan Parties, and pay dividends (B) repurchase Equity Interests from employees, officers or directors (in circumstances other than contemplated in the immediately preceding subclause (A)), where such repurchases are made pursuant to its shareholders and in an aggregate amount accordance with stock option plans or other benefit plans for management or employees of the Loan Parties; provided that the net cash outlay of the Loan Parties and their Subsidiaries in connection with repurchase events under this subclause (B) shall not exceeding exceed (x) $5,000,000 during for any fiscal quarter or such individual repurchase event, and (y) $10,000,000 during any fiscal year of the Company Company; (iv) so long as long as, in each case, (A) there exists no Event of Default has occurred and is continuing Default, Holdings may pay dividends or would result after giving effect make distributions to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock members in an aggregate amount not exceeding $5,000,000 during greater than the term amount necessary for such members to pay their actual state and United States federal income tax liabilities in respect of this Agreement as long as (A) no Event income of Default has occurred and is continuing or would result Holdings after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the deducting any unused prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and losses; (v) any the Company and Holdings may make the Specified Distribution on the Effective Date, subject to the conditions set forth herein; (vi) the Loan Parties may make other Restricted Subsidiary that is a direct wholly-owned Subsidiary Payments subject to the satisfaction of the Company or that is a direct wholly-owned Subsidiary of a Restricted SubsidiaryPayment Condition, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, and (vii) Holdings and the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentmay consummate a Qualifying IPO Restructuring and a Qualifying IPO.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries of the Borrowers may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stockEquity Interests, and, with respect to its preferred stockEquity Interests, payable solely in additional shares units of such preferred stock Equity Interests or in shares units of its common stockEquity Interests, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iii) provided that the Borrowers may make non-cash Restricted Payments pursuant to and in accordance with stock option plans or other incentive or benefit plans for managers, officers or employees of the Borrowers and their Restricted Subsidiaries, (iv) so long as no Event of Default has occurred and is then 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 theirthe Company’s common stock or other common Equity Interests of the Company, (v) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Company may declare honor any conversion request by a holder of convertible Indebtedness by issuance of additional Equity Interests and pay dividends make cash payments in lieu of fractional shares in connection with any such conversion, (vi) the Company may repurchase, redeem, defease or otherwise acquire or retire (and incur any obligation to its shareholders in an aggregate amount not exceeding (xdo so) $5,000,000 during for value any fiscal quarter or (y) $10,000,000 during any fiscal year Disqualified Stock of the Company as long asLoan Parties with the Net Proceeds from a substantially concurrent issuance of Disqualified Stock of the Loan Parties (or from the proceeds of, or in each caseexchange for) the substantially simultaneous 121 issuance of common Equity Interests of the Loan Parties, (Avii) no Event purchases, repurchases, redemptions or other acquisitions or retirements for value of Default has occurred 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 is continuing or would result after giving effect the Company may repurchase Equity Interests issued by it deemed to such paymentoccur upon the cashless exercise of the warrants issued on December 14, 2016 and the cashless exercise of stock options, and (Bviii) the Borrowers shall have both Aggregate Availability on Loan Parties may make other Restricted Payments so long as the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements Payment Conditions have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for satisfied at the period of four consecutive fiscal quarters ending on time such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentmade.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock payable solely in additional shares of 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, subject to the restrictions under Section 6.04(c), (ii) Restricted Subsidiaries may declare distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests, (iiiiv) provided that no Event of Default has occurred and is then continuing, the Company may declare repurchase Equity Interests upon the exercise of stock options, deferred stock units and pay dividends to its shareholders in an aggregate amount not exceeding restricted shares held by any future, present or former employee, officer, director, manager or consultant (x) $5,000,000 during or any fiscal quarter spouses, former spouses, successors, executors, administrators, heirs, legatees or (y) $10,000,000 during distributes of any fiscal year of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company as long asmay make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in each casethe Company, and (Avi) no Event of Default has occurred and is continuing or would result the Company may make other Restricted Payments; provided, that after giving pro forma effect to any such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered Restricted Payment pursuant to Section 4.01(b) or Section 5.01(a) or this clause (bvi), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect Payment Condition shall be satisfied with respect to such Restricted Payment; provided, is however, no less Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than 1.1 to 1.0a Loan Party) except with respect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result of a Restricted Payment otherwise permitted hereunder, (iv) provided that no Event of Default has occurred and is then continuingin any such case, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 if applicable, shall be subject to 1.0 and a non-exclusive, irrevocable (vuntil Payment in Full) any Restricted Subsidiary that is a direct whollyroyalty-owned Subsidiary free license of such Material Intellectual Property in favor of the Company Administrative Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Security Agreement (or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect otherwise reasonably satisfactory to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentAdministrative Agent).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of 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 the Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iiiii) provided that no Event of Default has occurred and is then continuing, the Company Borrower may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests topayable solely in shares of Qualified Equity Interests, (iii) scheduled dividends payable with respect to the outstanding shares of Series C Preferred Stock pursuant to the terms thereof in existence on the Effective Date, (iv) the Borrower may make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements or other benefit plans approved by the Borrower’s board of directors for management, directors, former directors, employees and former employees of the Borrower and the Subsidiaries, (v) if the Borrower or any Subsidiary subsequently becomes an operational national securities exchange under the Exchange Act, the Company Borrower may redeem the outstanding share of Series D Preferred Stock, (vi) on or after the Restricted Subsidiary delivery of the financial statements and the certificate of a Financial Officer pursuant to Section 5.01(a) and Section 5.01(c), respectively, for the Borrower’s fiscal year ended December 31, 2006, the Borrower may repurchase, redeem or retire its Equity Interests in an aggregate amount in any fiscal year not to exceed 50% of Excess Cash Flow for the immediately preceding fiscal year, provided that owns 100% (x) at the time of any such payment, no Default shall have occurred and be continuing or would result therefrom, (y) any amounts required to be applied to prepay Term Loans pursuant to Section 2.11(d) shall have been so applied and (z) the Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of such Excess Cash Flow and (vii) the Borrower may make additional repurchases, redemptions and retirements of its Equity Interests; provided that Interests in an aggregate amount not to exceed $25,000,000 during the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount term of such Restricted Payment shall immediately be distributed to its immediate parentthis Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries the Borrower may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares Equity Interests (other than Disqualified Stock) of the Borrower or convert its common stockEquity Interests into, and, with respect to or otherwise acquire its preferred stock, payable Equity Interest solely in additional shares of such preferred stock or in shares of its common stockexchange for, other Equity Interests (other than Disqualified Stock), (ii) any Restricted Subsidiaries Subsidiary may declare and pay dividends ratably or make other distributions with respect to their its 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), (iii) provided that no Event the Borrower may purchase Equity Interests from its or its Subsidiaries’ employees in connection with the satisfaction of Default has occurred such employees’ tax withholding obligations pursuant to employee benefit plans and is then continuingoutstanding awards, and payments of any corresponding amounts to the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each caseappropriate Governmental Authority, (Aiv) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Subsidiaries may purchase, redeem, retire or otherwise acquire shares of its capital stock or options or other equity or phantom equity in respect of its capital stock issued to present or former officers, employees, directors or consultants (or any other Person for the benefit of any of the foregoing) that is required pursuant to such capital stock issuance in an aggregate amount not to exceed $1,000,000 during any Fiscal Year, (iv) the Borrower 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) 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, (vi) the Borrower may make open market purchases of its Equity Interests for the purpose of offsetting dilution from the vesting of equity grants to its present or former officers, employees, directors and consultants in an aggregate amount not to exceed $25,000,000 during any Fiscal Year; provided, that any unused portion of such amount during a particular Fiscal Year may be applied to a subsequent Fiscal Year and (vii) the Borrower 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 (vii), (A) no Event of Default shall have occurred and be continuing, (B) after giving effect to such payment, Restricted Payment and any related transaction on a Pro Forma Basis the Total Leverage Ratio shall not exceed 0.00 to 1.00 (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined calculated as of the last day of the Fiscal Quarter of the Borrower then most recent fiscal quarter recently ended for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b5.01(b)), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined amount of such repurchase or other Restricted Payment shall not exceed the Available Amount as of the last day date thereof and (D) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant Borrower in form reasonably satisfactory to Section 4.01(b) or Section 5.01(a) or the Administrative Agent conforming compliance with this clause (bvii), for including computations demonstrating compliance with the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that requirement set forth in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentforegoing subclause (vii)(B).

Restricted Payments; Certain Payments of Indebtedness. (a) No a)No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries of the Borrowers may declare and pay dividends with respect to its common stock payable solely in additional shares of 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 may declare and pay dividends to the Borrowers ratably with respect to their Equity Interests, (iii) provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter prior to consummation the Going Public Transaction, the Borrowers may pay dividends or make distributions to their members in such amounts as permitted by Section 4.4 (Tax Distributions) of the Company LLC Agreement as in effect on the Second Amendment Effective Date, and (y) $10,000,000 during any fiscal year thereafter, the Borrowers may pay the distributions referenced in clause (x) (as modified to reference the applicable “tax distribution” provision of the Revised Company as long asLLC Agreement), in each caseand may make distributions to its members, (A) no Event of Default has occurred and is continuing Ultimate Parent or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assumingits shareholders, in each case that such payment was made on to the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered extent otherwise required pursuant to Section 4.01(b) the Tax Receivables Agreement, Exchange Agreement or Section 5.01(a) or (b)the Revised Company LLC Agreement, for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, as applicable (iv) the Borrowers may purchase capital stock from former or current employees, officers, consultants and directors pursuant to employee stock purchase plans, stockholder plans, director or consultant stock option plans, employee stock option agreements, restricted stock agreements, equity incentive plans or other similar agreements or plans; provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over purchases do not exceed the prior thirty day period ending on such date (assuming, Threshold Amount in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent aggregate in any fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 year and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary the Borrowers may redeem the Equity Interests of the Company from certain members in such amounts, and in such a manner, as provided in Section 1.3 of the Series B Purchase Agreement (as modified, supplemented or that is a direct wholly-owned Subsidiary of a Restricted Subsidiaryamended through, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests toand as in effect on, the Company or the Restricted Subsidiary that owns 100% of its Equity InterestsThird Amendment Effective Date); provided that the amounts paid by the Borrowers in respect of such redemptions shall not exceed the amount of net cash proceeds received by the Borrowers at the time a “Subsequent Secondary Closing” from the issuance of “Series B Preferred Units” (as each such term is defined in the event that any Restricted Payment is made to BCB InternationalSeries B Purchase Agreement (as modified, BCB European supplemented or any Interim Holdco at any timeamended through, and as in effect on, the total amount Third Amendment Effective Date)) of such Restricted Payment shall immediately be distributed the Company to Carlyle Partners VII Pacer Holdings, L.P. or one of its immediate parent.Affiliates under Section 1.3 of the Series B Purchase Agreement. ​ 119 ​

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor or will it permit any of its Restricted Subsidiaries subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do soso prior to the Tranche C Maturity Date, except (i) each Loan Party and its Restricted Subsidiaries Holdings may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares Equity Interests of its common stock, and, with respect to its preferred stock, payable solely in additional shares Holdings that do not require (or permit the holder of such preferred stock Equity Interest to require) any payments or other distribution (whether in shares cash, securities or other property) to the holder of its common stocksuch Equity Interests prior to the Tranche C Maturity Date, (ii) Restricted Subsidiaries Loan Parties (other than Holdings) that are wholly-owned subsidiaries of Holdings may declare and pay dividends ratably with respect to their Equity Interests, (iii) provided that no Event of Default has is occurring or would result therefrom, Restricted Payments to repurchase Equity Interests in Holdings (or any Parent) from retired, deceased or terminated employees or directors (including their Heirs) of any Parent, Holdings or any of its subsidiaries in an amount not to exceed $1,000,000 in any fiscal year and $5,000,000 in the aggregate, (iv) Restricted Payments to repurchase Equity Interests in Holdings (or any Parent) from retired, deceased or terminated employees or directors (including their Heirs) of any Parent, Holdings or any of its subsidiaries, to the extent such Restricted Payments constitute Indebtedness that is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $5,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time, (v) any Restricted Payment made pursuant to the Acquisition Documents, (vi) Restricted Payments to any Parent for the maintenance of its corporate existence and compliance with applicable law or accounting, legal, public relations, investor relations, financial or management activities (including the employment of employees, agents, accountants, consultants, bankers, advisors or other professionals in connection with any of the foregoing) in an amount not to exceed $5,000,000 per year, (vii) any Loan Party may issue Equity Interests that do not require (or permit the holder of such Equity Interest to require) any payments or other distributions (whether in cash, securities or other property) to the holder of such Equity Interests prior to the Tranche C Maturity Date, to the extent such issuance is in connection with a Permitted Acquisition or a transaction permitted by Section 6.05(j), (viii) any Loan Party may make any payments related to an Earnout, (ix) the payments permitted under Section 6.09(d) and (e) shall be permitted to be made, (x) so long as no Event of Default shall have occurred and is then continuingbe continuing or would result therefrom, immediately at or prior to any cash interest payment becoming due on the H-Lines Finance Discount Notes, the Company Loan Parties may declare and pay dividends make Restricted Payments to its shareholders H-Lines Finance in an aggregate amount not exceeding to exceed the amount of such cash interest payment; provided that the H-Lines Finance Discount Notes shall not have been amended after the issuance thereof to accelerate any date on which, or increase the amount of, cash interest payable thereon, (xxi) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year following the consummation of the Company Specified IPO and so long as long asno Event of Default shall have occurred and be continuing or would result therefrom, the Loan Parties may make any Restricted Payment if Holdings would have been permitted to make such Restricted Payment under Section 4.11 of the High Yield Indenture (as in each caseeffect on the Amendment Effective Date), assuming for the purposes of this Section 6.08(a)(xi) that (i) clauses (a)(3)(b), (Aa)(3)(c) and (a)(3)(d) and clauses (1) through (17) inclusive of clause (b) were not applicable (except that clauses (2), (3), (4), (6), (7), (9), (14), (15) and (16) of such clause (b) shall be deemed to be applicable for purposes of interpreting the first parenthetical phrase in clause (a)(3)) and (ii) notwithstanding the definition of “Consolidated Net Income” in the High Yield Indenture and to the extent deducted in determining such “Consolidated Net Income”, transaction costs and expenses incurred in connection with the Specified IPO and the other transactions consummated in accordance with the use of proceeds set forth in the Registration Statement and the amendment and restatement of this Agreement and reasonable and customary transaction costs and expenses incurred in connection with financing transactions consummated following consummation of the Specified IPO shall, for purposes of this Section 6.08(a)(xi), be excluded from the calculation of “Consolidated Net Income” under the Indenture; provided that no more than an aggregate of $15,000,000 of Restricted Payments may be made pursuant to this Section 6.08(a)(xi) in any consecutive four-quarter period, (xii) upon the consummation of the Specified IPO, Restricted Payments consisting of cash dividends to Horizon Lines, Inc. in an aggregate amount not to exceed $40,000,000 for application by Horizon Lines, Inc. in accordance with the use of proceeds set forth in the Registration Statement; (xiii) following the consummation of the Specified IPO, so long as no Event of Default has occurred and is continuing or would result after giving therefrom, Restricted Payments made directly or indirectly to the Public Parent, to the extent used promptly by the Public Parent to effect to such paymentthe purchase, redemption, acquisition, cancellation or other retirement for value of Excess Equity Interests; provided that (Ba) the Borrowers shall have both Aggregate Availability on Borrower gives written notice to the date of such payment and average Aggregate Availability over the Administrative Agent at or prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such periodto making any Restricted Payment pursuant to this Section 6.08(a)(xiii) of at least $100,000,000 and (Cb) any such purchase, redemption, acquisition, cancellation or other retirement for value is done solely to maintain compliance with citizenship requirements of applicable Maritime Laws or the Fixed Charge Coverage Ratio, determined Certificate of Incorporation; (xiv) so long as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has shall have occurred and is then continuingbe continuing or would result therefrom, the Company or Loan Parties may make any other Restricted Payments not to exceed $1,000,000, in the aggregate, in any fiscal year of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding Holdings and $5,000,000 in the aggregate during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity InterestsAgreement; provided that any amount referenced in this clause (xiv) not utilized in a previous fiscal year may be utilized in the event that immediately succeeding (but no other) fiscal year; and (xv) the payment by Holdings to any Restricted Payment is made to BCB InternationalParent of proceeds from the exercise of stock options of Holdings, BCB European so long as such stock options shall have been issued and outstanding on or any Interim Holdco at any time, before the total amount of such Restricted Payment shall immediately be distributed to its immediate parentEffective Date.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries may declare and pay dividends or other distributions with respect to its common stock payable solely in additional shares of 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 may declare and pay dividends ratably with respect to their Equity Interests, ; (iii) provided that no Event the Company may make Restricted Payments, not exceeding $10,000,000 during any fiscal year, pursuant to and in accordance with equity incentive plans or other benefit plans for management or employees of Default has occurred the Company and is then continuingthe Subsidiaries and for deceased and terminated employees and present and former directors (including from their estates), (iv) the Company may enter into option, warrant and similar derivative transactions in connection with a Permitted Convertible Notes Offering and may settle such transactions in accordance with the terms thereof, (v) the Company may declare and pay dividends payable in cash with respect to its shareholders capital stock and may make payments, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any Equity Interests in the Company in an aggregate amount not exceeding (x) to exceed $5,000,000 during any fiscal quarter or (y) $10,000,000 75,000,000 during any fiscal year of the Company as long asCompany; provided that, in each casewith respect to this clause (v), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default has shall have occurred and is be continuing and (B) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000; (vi) Restricted Payments in respect of Permitted Convertible Notes permitted under Section 6.09(b); (vii) the Company may make Restricted Payments (other than in cash) pursuant to any shareholder rights plan or would result similar arrangement; and (viii) the Company may make other Restricted Payments; provided that, with respect to this clause (viii), both immediately before and immediately after giving pro forma effect to such paymentthereto, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Borrowers Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of be at least $100,000,000 1.10 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (C) no Level 4 Minimum Aggregate Availability Period shall be in effect. Notwithstanding the foregoing, the Company may purchase, redeem or retire Equity Interests of the Company with (x) the net cash proceeds of the sale of its Equity Interests in the Mexican Joint Venture; provided that, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Fixed Charge Coverage Ratio, Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall be at least 1.00 to 1.00 (determined as on a Pro Forma Basis in respect of the last day Test Period in effect at such time) and (3) no Minimum Aggregate Availability Period shall be in effect or (y) up to 50% of the most recent fiscal quarter for which financial statements have been net cash proceeds resulting from any asset sales, transfers or should have been delivered pursuant to dispositions under Section 4.01(b6.05(g) or Section 5.01(a) or (b6.05(i), for provided that, such Restricted Payments are made within six months of the period of four consecutive fiscal quarters ending on such last day prepared on a applicable asset sale, transfer or disposition and, both immediately before and immediately after giving pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0thereto, (iv1) provided that no Default or Event of Default has shall have occurred and is then be continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C2) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), Ratio for the period of four consecutive fiscal quarters ending on Test Period in effect at the time such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB Internationaloccur shall be at least 1.00 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (3) Liquidity shall be at least $500,000,000, BCB European or any Interim Holdco including Aggregate Availability of at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentleast $400,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock payable solely in additional shares of 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, subject to the restrictions under Section 6.04(c), (ii) Restricted Subsidiaries may declare distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests, (iiiiv) provided that no Event the Company may repurchase Equity Interests upon the exercise of Default has occurred stock options, deferred stock units and is then continuingrestricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, and (vi) from and after the Initial Supported Borrowing Base Date, the Company may declare and pay dividends make other Restricted Payments; provided, that after giving pro forma effect to its shareholders any such Restricted Payment pursuant to this clause (vi), the Payment Condition shall be satisfied with respect to such Restricted Payment; provided further that, with respect to any Restricted Payment proposed to be made pursuant to this clause (vi) after the Initial Supported Borrowing Base Date but prior to the one year anniversary of the Closing Date, the Company shall demonstrate, in an aggregate amount not exceeding addition to the requirements set forth in the immediately preceding proviso, that (x) $5,000,000 during any fiscal quarter the net book value of Eligible Inventory is greater than the Specified Inventory Threshold as reported in the most recent Borrowing Base Certificate delivered pursuant to Section 4.01(j) or 5.01, and (y) $10,000,000 during any fiscal year the amount of cash and Permitted Investments of the Company and its Subsidiaries exceeds $600,000,000 as long asof such date of determination, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis after giving effect to such Restricted Payment; provided, is however, no less Restricted Payments of Material Intellectual Property shall be made by any Person (other than 1.1 a Loan Party) except with respect to 1.0intellectual property relating solely to a Person that ceases to be a Loan Party as a result of a Restricted Payment otherwise permitted hereunder, (iv) provided that no Event of Default has occurred and is then continuingin any such case, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 if applicable, shall be subject to 1.0 and a non-exclusive, irrevocable (vuntil Payment in Full) any Restricted Subsidiary that is a direct whollyroyalty-owned Subsidiary free license of such Material Intellectual Property in favor of the Company Administrative Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Security Agreement (or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect otherwise reasonably satisfactory to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentAdministrative Agent.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries the Borrowers may declare and pay dividends with respect to its common stock payable solely in additional shares of 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 may declare and pay dividends ratably with respect to their Equity Interests, (iii) provided that no Event of Default has occurred and is then continuingthe Borrowers may make Restricted Payments, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 1,000,000 during any fiscal year of the Company, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries, (iv) the Company as may issue Equity Interests and make cash payment in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for such Equity Interests in an aggregate amount not to exceed $100,000, (v) the Company may purchase its Equity Interests in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or the vesting of restricted stock units or in connection with the satisfaction of withholding tax obligations, (vi) the Company may the Company may purchase for value any rights distributed in connection with any stockholders rights plan adopted by the Company; (vii) the Swiss Borrower may pay dividends or distributions to the Company, and (viii) the Company may make other Restricted Payments in an aggregate amount not to exceed $500,000 in any fiscal year, so long as, in each caseat the time of such Restricted Payment and after giving effect thereto on a pro forma basis, (A) no Event of Default has occurred exists and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on Company is in compliance with the date of such financial covenants set forth in Section 6.12. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment and average Aggregate Availability over the prior thirty day period ending on such date or other distribution (assumingwhether in cash, in each case that such payment was made on the first day of such periodsecurities or other property) of at least $100,000,000 and or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (C) the Fixed Charge Coverage Ratiowhether in cash, determined as securities or other property), including any sinking fund or similar deposit, on account of the last day purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01, other than payments in respect of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant Subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests6.01; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parent.and

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither the Parent nor the Borrower will, nor will it they permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries the Parent may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries any Subsidiary may declare and pay dividends ratably or make other distributions with respect to their its Equity Interests, ratably to the holders of such Equity Interests, (iii) provided that 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 Payments to the Parent the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and (vii) the Parent may make Restricted Payments in cash if at the time thereof and after giving effect thereto (A) no Event of Default has shall have occurred and is then be continuing, (B) the Company may declare Minimum Ratings Requirement is satisfied and pay dividends to its shareholders in an (C) the aggregate amount of all such Restricted Payments made after the Restatement Effective Date shall not exceeding exceed the sum of (x1) $5,000,000 2,500,000, during any fiscal quarter the period commencing on the Restatement Effective Date and ending on December 31, 2009, or (y) $10,000,000 during any fiscal year ending thereafter; provided that, if the aggregate amount of all Restricted Payments made during such period or fiscal year, as the Company as long ascase may be, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) commencing with the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date December 31, 2009, or any fiscal year thereafter, is less than $2,500,000 or $10,000,000, respectively (assumingand if, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of such period or fiscal year the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (bMinimum Ratings Requirement is satisfied), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of difference between the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total aggregate amount of such Restricted Payment Payments and $2,500,000 or $10,000,000, as the case may be, may be carried forward to the next succeeding fiscal year and the aggregate amount of all such Restricted Payments permitted in such succeeding fiscal year shall immediately be distributed to its immediate parentincreased by the amount of such difference plus (2) if positive, the Cumulative Income Amount.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries may declare and pay dividends or other distributions with respect to its common stock payable solely in additional shares of 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 may declare and pay dividends ratably with respect to their Equity Interests, ; (iii) provided that no Event the Company may make Restricted Payments, not exceeding $20,000,000 during any fiscal year, pursuant to and in accordance with equity incentive plans or other benefit plans for management or employees of Default has occurred the Company and is then continuingthe Subsidiaries and for deceased and terminated employees and present and former directors (including from their estates), (iv) the Company may enter into option, warrant and similar derivative transactions in connection with a Permitted Convertible Notes Offering and may settle such transactions in accordance with the terms thereof, (v) the Company may declare and pay dividends payable in cash with respect to its shareholders capital stock and may make payments, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any Equity Interests in the Company in an aggregate amount not exceeding (x) to exceed $5,000,000 during any fiscal quarter or (y) $10,000,000 125,000,000 during any fiscal year of the Company as long asCompany; provided that, in each casewith respect to this clause (v), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to such payment, and (B) the Borrowers Liquidity shall have both be at least $500,000,000, including Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 400,000,000; (vi) Restricted Payments in respect of Permitted Convertible Notes permitted under Section 6.09(b); (vii) the Company may make Restricted Payments (other than in cash) pursuant to any shareholder rights plan or similar arrangement; (viii) the Company may make other Restricted Payments; provided that, with respect to this clause (viii), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing and (CB) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000 and; (ix) upon receipt of requisite approval by the Company’s shareholders of the OfficeMax Merger, Restricted Payments to the holders of preferred stock of the Company (the “Preferred Stockholders”) to redeem up to and including 175,000 shares of preferred stock; and (x) immediately prior to consummation of the OfficeMax Merger, Restricted Payments (A) to the Preferred Stockholders to redeem any outstanding preferred shares of the Company and (B) to repurchase any outstanding common shares of the Preferred Stockholders such that immediately following consummation of the OfficeMax Merger, the Preferred Stockholders hold less than 5% of the undiluted common stock of the Company. Notwithstanding the foregoing, the Company may purchase, redeem or retire Equity Interests of the Company with (x) the net cash proceeds of the sale of its Equity Interests in the Mexican Joint Venture or in Boise Cascade Holdings, L.L.C.; provided that, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Fixed Charge Coverage Ratio, Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall be at least 1.00 to 1.00 (determined as on a Pro Forma Basis in respect of the last day Test Period in effect at such time) and (3) no Minimum Aggregate Availability Period shall be in effect or (y) up to 50% of the most recent fiscal quarter for which financial statements have been net cash proceeds resulting from any asset sales, transfers or should have been delivered pursuant to dispositions under Section 4.01(b6.05(g) or Section 5.01(a) or (b6.05(i), for provided that, such Restricted Payments are made within six months of the period of four consecutive fiscal quarters ending on such last day prepared on a applicable asset sale, transfer or disposition and, both immediately before and immediately after giving pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0thereto, (iv1) provided that no Default or Event of Default has shall have occurred and is then continuingbe continuing and (2) Liquidity shall be at least $500,000,000, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both including Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parent400,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock payable solely in additional shares of 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, subject to the restrictions under Section 6.04(c), (ii) Restricted Subsidiaries may declare distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests, (iiiiv) provided that no Event of Default has occurred and is then continuing, the Company may declare repurchase Equity Interests upon the exercise of stock options, deferred stock units and pay dividends to its shareholders in an aggregate amount not exceeding restricted shares held by any future, present or former employee, officer, director, manager or consultant (x) $5,000,000 during or any fiscal quarter spouses, former spouses, successors, executors, administrators, heirs, legatees or (y) $10,000,000 during distributes of any fiscal year of the Company as long asforegoing), in each caseto the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, (Av) no Event the Company may make cash payments in lieu of Default has occurred the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, and is continuing or would result (vi) the Company may make other Restricted Payments; provided, that after giving pro forma effect to any such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered Restricted Payment pursuant to Section 4.01(b) or Section 5.01(a) or this clause (bvi), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect Payment Condition shall be satisfied with respect to such Restricted Payment; provided, is however, no less Restricted Payments of Material Intellectual Property shall be made by any Person (other than 1.1 to 1.0a Loan Party) except with respect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result of a Restricted Payment otherwise permitted hereunder, (iv) provided that no Event of Default has occurred and is then continuingin any such case, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 if applicable, shall be subject to 1.0 and a non-exclusive, irrevocable (vuntil Payment in Full) any Restricted Subsidiary that is a direct whollyroyalty-owned Subsidiary free license of such Material Intellectual Property in favor of the Company Administrative Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Security Agreement (or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect otherwise reasonably satisfactory to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parent.Administrative Agent. 118

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willParent and the Borrowers will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries Parent may declare and pay dividends with respect to its common capital stock payable solely in additional shares of 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 stockoptions, warrants or other rights to xxxxxxxx xxxxxx xxxxx, (iixx) Restricted the Subsidiaries and the Canadian Borrower may declare and pay dividends ratably with respect to their Equity Interestscapital stock, (iii) Parent may make payments to officers, employees and directors of Parent, the Borrowers and the Subsidiaries (or to the respective estate or permitted transferee under such plans or agreements of any such officer, employee or director) in connection with the cancelation or repurchase of common stock (or options, warrants or other rights 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 officers, employees and directors of Parent, the Borrowers and the 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 no Event of Default has occurred and is then continuingall payments pursuant to this clause (iii) do not exceed (A) during any fiscal year, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) equal to $5,000,000 plus the cash proceeds to Parent of any sale or resale of common stock during any fiscal quarter or (y) $10,000,000 during any such fiscal year to other or new employees, officers or directors of Parent, the Company as long as, in each case, (A) no Event of Default has occurred and is continuing Borrowers or would result after giving effect to such payment, any Subsidiary or (B) during the Borrowers shall have both Aggregate Availability on the date term of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assumingthis Agreement, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding equal to $5,000,000 20,000,000 plus the cash proceeds to Parent of any sale or resale of common stock during the term of this Agreement to other or new employees, officers or directors of Parent, the Borrowers or any Subsidiary, (iv) the U.S. Borrower may pay dividends to Parent at such times and in such amounts, not exceeding $1,000,000 during any fiscal year, as long as shall be necessary to permit Parent to discharge liabilities of Parent, the Borrowers and the Subsidiaries otherwise permitted to be discharged under this Agreement, (v) the Borrowers and the Subsidiaries may make Restricted Payments to Parent in order to pay Parent's Taxes, (vi) the Borrowers and the Subsidiaries may make Restricted Payments to Parent in order for Parent (A) to satisfy obligations (other than in respect of Transaction Costs) incurred pursuant to transactions permitted under Section 6.09(d), (e) or (f) and (B) to pay Transaction Costs up to $60,000,000, consisting of transaction advisory fees, fees to Cypress and its Affiliates, consulting fees and other miscellaneous fees and expenses and (vii) the Borrowers and the Subsidiaries may make Restricted Payments to Parent at any time after the fifth anniversary of the Closing Date in order to enable Parent to pay cash interest on the Senior Discount Notes in accordance with their terms, provided that (A) at the time of any such Restricted Payment no Default or Event of Default has shall have occurred and is continuing or would result be continuing, (B) after giving effect to any such repurchaseRestricted Payment, (B) Parent and the Borrowers shall have both Aggregate Availability be in compliance, on a pro forma basis, with the date of such payment covenants set forth in Sections 6.14, 6.15 and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 6.16 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) Payments shall not exceed in any Restricted Subsidiary that is a direct wholly-owned Subsidiary of quarterly period the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends amounts due with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of Senior Discount Notes for such Restricted Payment shall immediately be distributed to its immediate parentquarter.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor None of the Borrower or any Subsidiary will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) any Subsidiary may declare and pay dividends or make other distributions with respect to 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 Loan Party and its Restricted Subsidiaries Parties); (ii) the Borrower may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares Qualified Equity Interests of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, the Borrower; (iii) the Borrower may repurchase, purchase, acquire, cancel or retire for value Equity Interests of the Borrower from present or former employees, officers, directors or consultants (or their estates or beneficiaries under their estates) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment or service of such employees, officers, directors or consultants, or to the extent required, pursuant to employee benefit plans, employment agreements, stock purchase agreements or stock purchase plans, or other benefit plans; provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount of Restricted Payments made pursuant to this Section 6.08(a)(iii) shall not exceeding (x) $5,000,000 during any fiscal quarter or (y) exceed $10,000,000 during any fiscal year of in the Company as long as, in each case, aggregate; (iv) the Borrower may make cash payments (A) no Event to satisfy an employee’s withholding tax obligations incurred in connection with the exercise, vesting or acquisition of Default has occurred warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as lieu of the last day issuance of fractional shares representing insignificant interests in the most recent fiscal quarter Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for Equity Interests in the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and Borrower; (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary the Borrower may acquire Equity Interests of the Company or that is a direct wholly-owned Subsidiary Borrower upon the exercise of a Restricted Subsidiary, may repurchase its stock options for such Equity Interests fromof the Borrower if such Equity Interests represent a portion of the exercise price of such stock options or in connection with tax withholding obligations arising in connection with the exercise of options by, or pay dividends with respect to its the vesting of restricted Equity Interests toheld by, any current or former director, officer or employee of the Company Borrower or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parent.Subsidiaries;

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party Holdings may repurchase Shares, and its Restricted Subsidiaries acquire stock options for cash, pursuant to the Merger; (ii) Holdings may declare and pay dividends with respect to its common capital stock payable solely in additional shares of 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, ; (iiiii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, capital stock; (iiiiv) provided that no Event of Default has occurred and is then continuing, the Company Borrower may declare and pay dividends to its shareholders Holdings in an amounts equal to amounts expended by Holdings to repurchase or otherwise acquire shares of, or options to purchase shares of, common stock of Holdings from employees, former employees, consultants, former consultants, directors or former directors of Holdings, the Borrower or any Subsidiary (or permitted transferees of such employees, former employees, consultants, former consultants, directors or former directors), pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of Holdings under which such individuals purchase or sell, or are 99 105 granted the option to purchase or sell, shares of such common stock of Holdings, provided, however, that the aggregate amount paid to Holdings pursuant to this clause (iv) shall not exceeding exceed in any calendar year the sum of (x) $5,000,000 during any fiscal quarter or 6,500,000 plus (y) the Net Proceeds received since the date of this Agreement and not previously credited to any repurchase or other acquisition of such shares or options to purchase shares of common stock pursuant to this clause (iv) received by Holdings and contributed to the Borrower from the sale of Equity Interests to employees, consultants and directors of Holdings, the Borrower or any Subsidiary; (v) the Borrower may pay dividends to Holdings at such times and in such amounts equal to the amounts required for Holdings to pay taxes, franchise fees and other fees required to maintain its corporate existence and provide for other operating costs of up to $10,000,000 1,000,000 during any fiscal year (other than liabilities in respect of the Company as long asHoldings Notes); (vi) the Borrower may pay dividends to Holdings in amounts equal to amounts necessary for Holdings to make loans or advances to employees in the ordinary course of business in accordance with past practices of Holdings, but in each caseany event not to exceed, when aggregated with amounts loaned or advanced under Section 6.04(j), $5,000,000 in the aggregate outstanding at any one time; (Avii) any purchase, repurchase, retirement, defeasance or other acquisition or retirement for value of Equity Interests of Holdings made by exchange for, or out of the proceeds of the substantially concurrent sale of, Equity Interests of Holdings (other than Disqualified Stock and other than Equity Interests issued or sold to the Borrower or a Subsidiary or an employee stock ownership plan or other trust established by the Borrower or any of the Subsidiaries); and (viii) the Borrower may at any time after the date that is five years after the Closing Date, provided that no Default or Event of Default has occurred and is continuing or would will occur as a result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over to the prior thirty day period ending on such date (assuming, extent permitted by the Subordinated Debt Documents and the Existing Notes Debenture in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving in effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date hereof, pay dividends to Holdings when and to the extent necessary to fund payments of such payment interest accrued and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made payable on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentHoldings Notes.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the Loan Party Parties and its Restricted their Subsidiaries may declare and pay pay, and agree to pay, dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares 90 of its common stock, (ii) the Borrowers may make, and agree to make, Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity InterestsPayments, (iii) provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 1,000,000 during any fiscal year of the Company Company, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries, (iii) (A) any Borrower or Guarantor may make, and agree to make, Restricted Payments to a Borrower, (B) any Guarantor may make, and agree to make, Restricted Payments to another Guarantor and (C) any Subsidiary that is not a Loan Party may make, and agree to make, Restricted Payments to a Loan Party, and (iv) each of the Loan Parties and their Subsidiaries may agree to make Restricted Payments in accordance with and subject to the terms of the AutoMD Transaction Documents (it being understood and agreed that the actual payment or making of such Restricted Payments by such Loan Party or Subsidiary shall not be made in reliance of this clause (iv)), and (v) any Loan Party or any Subsidiary may make, and agree to make, any other Restricted Payments, so long as long as, in each case, (A) no Event of Default has occurred and is continuing or would result from any such Restricted Payment, and (B) both before and after giving effect to any such paymentRestricted Payment, (B) the Borrowers shall have both Aggregate Excess Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as 8% of the last day aggregate amount of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentLenders’ Revolving Commitments.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor None of the Borrower or any Subsidiary will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party the Borrower and its Restricted Subsidiaries MergerCo may make payment of the Acquisition Consideration as required by the Merger Agreement and may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries 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 or its Equity Interests of the relevant class, as the case may be, (iii) provided that the Borrower 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) 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 115 convertible into or exchangeable for Equity Interests in the Borrower, (v) the Borrower may make Restricted Payments, not exceeding $5,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Borrower and the Subsidiaries, (vi) NCR Manaus may, in accordance with the provisions of the Brazil Shareholders’ Agreement, redeem its outstanding preferred Equity Interests held by the Borrower or a Subsidiary and (vii) so long as no Event of Default has shall have occurred and is then continuingbe continuing and the Borrower shall be in Pro Forma Compliance with the covenants set forth in Sections 6.12 and 6.13 after giving effect thereto, the Company Borrower may declare and pay dividends make Restricted Payments (x) prior to its shareholders the Investment Grade Date, in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year the Available Amount and the then available amount of the Company as long asQualifying Equity Proceeds, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect immediately prior to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount making of such Restricted Payment shall immediately be distributed to its immediate parentin reliance on this clause (vii) and (y) after the Investment Grade Date, in any amount.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willHoldings will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) each Loan Party and its Restricted Subsidiaries Subsidiary may declare and pay dividends with respect make Restricted Payments to its common stock payable solely in additional shares of its common stockHoldings or any Restricted Subsidiary, 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 may declare and pay dividends ratably with respect to their Equity Interests, (iii) provided that no Event in the case of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on Payment by a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is not a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Wholly Owned Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any such Restricted Payment is made to BCB InternationalHoldings, BCB European or any Interim Holdco at any time, the total amount Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Payment shall immediately be distributed Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (ii) Holdings and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (iii) Restricted Payments made in connection with the Transactions; (iv) repurchases of Equity Interests in Holdings (or any direct or indirect parent of Holdings), the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding Taxes payable in connection with the exercise of such options or warrants or other incentive interests; (v) Restricted Payments to Holdings, which Holdings may use to redeem, acquire, retire, repurchase or settle its immediate parent.Equity Interests (or any options, warrants, restricted stock or stock appreciation rights or similar securities issued with respect to 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 -126- [EMEA_ACTIVE 302040156_13]

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of 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 the Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iiiii) provided that no Event of Default has occurred and is then continuing, the Company Borrower may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests toor with respect to Equity Equivalents payable solely in Equity Interests or Equity Equivalents (other than Disqualified Equity Interests), (iii) the Borrower may make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements or other benefit plans approved by the Borrower’s board of directors for management, directors, former directors, employees and former employees of the Borrower and the Subsidiaries, (iv) if the Borrower or any Subsidiary subsequently becomes an operational national securities exchange under the Exchange Act, the Company Borrower may redeem the outstanding share of Series D Preferred Stock, (v) Liberty may make Restricted Payments pursuant to and in accordance with stock option plans, employment agreements and/or benefit plans in existence on the First Funding Date, provided that such plans or agreements were not procured or approved by Borrower or its Subsidiaries (other than the Restricted Subsidiary that owns 100% Liberty Group), (vi) the Borrower may pay “pay-in-kind” dividends on Preferred Qualified Equity and on shares of Perpetual Preferred Stock, (vii) the Borrower may make additional repurchases, redemptions and retirements of its Equity Interests; provided that Interests and Equity Equivalents in an aggregate amount not to exceed $25,000,000 during the event that any Restricted Payment is made to BCB Internationalterm of this Agreement, BCB European (viii) Liberty may redeem the outstanding shares of the Liberty Series B Shares and (ix) the Borrower or any Interim Holdco at any timeits Subsidiaries may redeem, repurchase or otherwise acquire Preferred Qualified Equity and/or shares of Perpetual Preferred Stock with the total amount proceeds of such Restricted Payment shall immediately be distributed to its immediate parenta substantially contemporaneous offering of Qualified Equity Interests of the Borrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor None of the Company or any Subsidiary will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries 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, taking into account any preferences under the terms of different Equity Interests (or, if not ratably, on a basis more favorable to the Company and its Subsidiaries), (iii) provided that the Company may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, (iv) the Company may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for capital stock in the Company, (v) the Company may make Restricted Payments (including payments pursuant to any note issued in exchange for the purchase, redemption, retirement, acquisition or exchange of any Equity Interests), not exceeding $5,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers, employees, members of management, managers or consultants of the Company and its Subsidiaries, (vi) so long as no Event of Default has shall have occurred and is then continuingbe continuing at the time of the declaration of any dividend, distribution or other Restricted Payment, the Company may declare and pay dividends make Restricted Payments (in addition to its shareholders those permitted under the preceding clauses (i) through (v)) in an aggregate amount not exceeding greater than the sum of (xA) $5,000,000 during any fiscal quarter or 25,000,000 plus (yB) $10,000,000 during any fiscal year 50% of the aggregate Consolidated Net Income of the Company for the period (taken as long as, in each case, (Aa single accounting period) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on commencing with the first day of such period) of at least $100,000,000 the fiscal quarter immediately following the fiscal quarter in which the Effective Date occurred and (C) the Fixed Charge Coverage Ratio, determined as of ending on the last day of the most recent fiscal quarter for which financial statements have been or should of the Company shall have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b) (the sum of the amounts referred to in clauses (A) and (B) being referred to as the “Restricted Payment Basket”) minus (C) the aggregate amount of the Restricted Payment Basket utilized after the Effective Date under this clause (vi), for clause (v) of paragraph (b) of this Section and paragraphs (c), (d) and (e) of Section 6.04, (vii) so long as no Default shall have occurred and be continuing at the time of the declaration of any dividend, distribution or other Restricted Payment, the Company may make any Restricted Payment (in addition to those permitted under the preceding clauses (i) through (vi)) if after giving effect thereto and to any related incurrence of Indebtedness the Total Leverage Ratio and the Senior Secured Leverage Ratio, determined on a pro forma basis in accordance with Section 1.04(b) as of the last day of the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the then most recent fiscal quarter recently ended for which the financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no 5.01(b) shall be less than 1.1 2.75 to 1.0 1.00 and 2.25 to 1.00, respectively, (viii) to the extent constituting a Restricted Payment and not resulting in the receipt by holders of the Company’s Equity Interests of consideration other than Equity Interests in any merged, amalgamated or consolidated entity, the consummation of any merger, amalgamation or consolidation permitted by Section 6.03 and (vix) any Restricted Subsidiary that is Investment permitted by Section 6.04 (other than as a direct wholly-owned Subsidiary result of clause (g) thereof and other than any Investment in Equity Interests of the Company). Neither the entry by the Company or that is a direct wholly-owned Subsidiary into, nor the performance by the Company of its obligations pursuant to, any Permitted Convertible Notes Hedging Agreement shall constitute a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentprohibited by this Section 6.08(a).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor None of the Company or any Subsidiary will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries 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, taking into account any preferences under the terms of different Equity Interests (or, if not ratably, on a basis more favorable to the Company and the Subsidiaries), (iii) provided that the Company may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, (iv) the Company may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for capital stock in the Company, (v) the Company may make Restricted Payments (including payments pursuant to any note issued in exchange for the purchase, redemption, retirement, acquisition or exchange of any Equity Interests), not exceeding $5,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers, employees, members of management, managers or consultants of the Company and its Subsidiaries, (vi) so long as no Event of Default has shall have occurred and is then continuingbe continuing at the time of the declaration of any dividend, distribution or other Restricted Payment, the Company may declare and pay dividends make Restricted Payments (in addition to its shareholders those permitted under the preceding clauses (i) through (v)) in an aggregate amount not exceeding greater than the sum of (x) $5,000,000 during any fiscal quarter or 25,000,000 plus (y) $10,000,000 during any fiscal year 50% of the aggregate Consolidated Net Income of the Company for the period (taken as long as, in each case, (Aa single accounting period) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on commencing with the first day of such period) of at least $100,000,000 the fiscal quarter immediately following the fiscal quarter in which the Effective Date occurred and (C) the Fixed Charge Coverage Ratio, determined as of ending on the last day of the most recent fiscal quarter for which financial statements have been or should of the Company shall have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b) (the sum of the amounts referred to in clauses (x) and (y) being referred to as the “Restricted Payment Basket”) minus (z) the aggregate amount of the Restricted Payment Basket utilized after the Effective Date under this clause (vi), for clause (v) of paragraph (b) of this Section and paragraphs (c), (d) and (e) of Section 6.04, (vii) so long as no Default shall have occurred and be continuing at the time of the declaration of any dividend, distribution or other Restricted Payment, the Company may make any Restricted Payment (in addition to those permitted under the preceding clauses (i) through (vi)) if after giving effect thereto and to any related incurrence of Indebtedness the Leverage Ratio, determined on a pro forma basis in accordance with Section 1.04(b) as of the last day of the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the then most recent fiscal quarter recently ended for which the financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no 5.01(b) shall be less than 1.1 2.75:1.00, (viii) to 1.0 the extent constituting a Restricted Payment and not resulting in the receipt by holders of the Company’s Equity Interests of consideration other than Equity Interests in any merged, amalgamated or consolidated entity, the consummation of any merger, amalgamation or consolidation permitted by Section 6.03 and (vix) any Restricted Subsidiary that is Investment permitted by Section 6.04 (other than as a direct wholly-owned Subsidiary result of clause (g) thereof and other than any Investment in Equity Interests of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentCompany).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) each Loan Party Restricted Subsidiary may make Restricted Payments to the Borrower or any Restricted Subsidiary (and, in the case of any such Subsidiary that is not a wholly-owned Subsidiary, to each other owner of Equity Interests of such Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (ii) to the extent constituting a Restricted Payment, the Borrower may consummate any transaction permitted by Section 6.03 (other than clause (i) thereof) and Section 6.04 (other than Xxxxxxx 0.00(x), (x), (x), (x), (x) xxx (x)) (xxx) Restricted Payments made in connection with any Permitted Receivables Financing; (iv) Holdings and the Borrower may (or may pay Restricted Payments to permit any Parent Entity thereof or any Equityholding Vehicle to) redeem, repurchase, retire or otherwise acquire in whole or in part any Equity Interests of Holdings, the Borrower or any Restricted Subsidiary or any Equity Interests of any Parent Entity or Equityholding Vehicle, in exchange for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from equity contributions or sales or issuances (other than to Holdings, the Borrower or a Restricted Subsidiaries Subsidiary) of new shares of such Equity Interests to the extent contributed to Holdings or the Borrower (in each case other than Disqualified Equity Interests, “Refunding Equity Interests”) substantially concurrently with such contribution or sale or issuance; provided that (i) any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such Refunding Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby and (ii) Holdings, the Borrower, and any Restricted Subsidiary may declare and pay dividends Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 6.01) of such Person; (v) repurchases of Equity Interests in any Parent Entity (or make Restricted Payments to allow repurchases of Equity Interest in any Parent Entity) deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrants or other incentive interests; (vi) the Borrower may redeem, acquire, retire or repurchase its Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to its common stock payable solely in additional shares any of such Equity Interests) or make Restricted Payments to allow any of its common Parent Entities to so redeem, retire, acquire or repurchase their Equity Interests (or any options, warrants, restricted stock, and, stock appreciation rights or other equity-linked interests issued with respect to its preferred stock, payable solely in additional shares any of such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iii) provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as), in each case, held by current or former officers, managers, consultants, directors, employees, independent contractors or other service providers (or their respective Immediate Family Members) of the Borrower or any Parent Entity thereof and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment or service of, or breach of restrictive covenants by, any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, stock subscription or equity incentive award agreement, employment termination agreement or any other employment agreements or equity holders’ agreement or similar agreement; provided that, the aggregate amount of 172 US-DOCS\115047431.4 Restricted Payments permitted by this clause (vi) after the Effective Date, together with the aggregate amount of loans and advances to Holdings (or any other Parent Entity) previously made pursuant to Section 6.04(m) in lieu of Restricted Payments permitted by this clause (vi), shall not exceed $5,000,000 in any fiscal year (which shall increase to $10,000,000 following the consummation of an IPO) with unused amounts in any fiscal year being carried over for no more than two succeeding fiscal years plus all net cash proceeds obtained from any key-man life insurance policies received during such fiscal year (without giving effect to the following proviso) plus all proceeds obtained by the Borrower or any Parent Entity (and contributed to the Borrower) after the Effective Date from the sale of such Equity Interests to other future, current or former officers, managers, consultants, employees, directors and independent contractors (or their respective Immediate Family Members) in connection with any plan or agreement referred to above in this clause (a)(vi); (vii) the Borrower may make Restricted Payments in cash to Holdings or any other Parent Entity: (A) no Event so long as the Borrower is properly treated as a flow-through entity for U.S. federal income tax purposes, to enable Holdings or such Parent Entity to make tax distributions to its direct or indirect equity owners to pay their respective tax liabilities (including estimated payments thereof) attributable to the income of Default has occurred the Borrower and its subsidiaries in any taxable period; provided that such tax liabilities shall be calculated for each taxable year by multiplying (I) the excess of each such equity owner’s allocated share of taxable income over taxable losses of the Borrower for such taxable year (or if the Borrower is continuing a disregarded entity, the excess of taxable income over taxable losses of the Borrower that would exist if such excess were calculated assuming that the Borrower is a partnership for U.S. federal income tax purposes), taking into account such losses only to the extent usable against such income, determined taking into account any step-up attributable to a direct or indirect member of the Borrower under section 743(b) or 734(b) of the Code, reduced by any losses, deductions, credits and other attributes of the Borrower (or if the Borrower is a disregarded entity, such losses, deductions, credits or other attributes of the Borrower that would result exist if the Borrower is a partnership for U.S. federal income tax purposes) arising from and after the Closing Date to the extent such amounts can be used to offset such taxable income and have not previously been taken into account as an offset hereunder, by (II) the highest combined marginal U.S. federal, state and local tax rate then applicable to a natural person or corporation residing in New York City, New York or San Francisco, California (taking into account the application of the Medicare contribution tax, the character of the taxable income in question, and the alternative minimum tax rules, taking into account the character of income (long-term capital gain, qualified dividend income, etc.) and determined after giving effect to the maximum allowable deduction for state and local income taxes for U.S. federal income tax purposes) for the relevant taxable period; provided further that the amount of any distribution permitted under this subclause (A) shall be reduced by the amount of any income taxes that are paid directly by the Borrower and attributable to such paymentequity owner; provided, further, that to the extent a portion of the net taxable income of the Borrower is attributable to an Unrestricted Subsidiary, the tax distributions with respect to such portion shall be allowed only to the extent actual cash is received by the Borrower or its Restricted Subsidiary from such Unrestricted Subsidiary; (B) the Borrowers proceeds of which shall have both Aggregate Availability on be used by such Parent Entity to pay (1) its operating expenses incurred in the date ordinary course of business and other corporate 173 US-DOCS\115047431.4 overhead costs and expenses (including administrative, legal, accounting, tax reporting and similar expenses payable to third parties), that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of Holdings (or any other Parent Entity) attributable to the ownership or operations of any Parent Entity, the Borrower and the respective Restricted Subsidiaries, (3) fees and expenses (x) due and payable by the Borrower or any Restricted Subsidiary and (y) otherwise permitted to be paid by the Borrower and the Restricted Subsidiaries under this Agreement and (4) payments that would otherwise be permitted to be paid directly by the Borrower or the Restricted Subsidiaries pursuant to Section 6.09(iii), (v) or (x); (C) the proceeds of which shall be used by Holdings (or any other Parent Entity) to pay franchise and similar Taxes, and other fees and expenses, required to maintain its organizational existence; (D) the proceeds of which will be applied to make any payments permitted by Section 6.09(vii) and Section 6.09(x); (E) the proceeds of which shall be used by any Parent Entity to finance any Investment that would be permitted to be made by the Borrower or any Restricted Subsidiary pursuant to Section 6.04 other than Section 6.04(m); provided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such payment Investment and average Aggregate Availability over (2) such Parent Entity shall, immediately following the prior thirty day period ending on closing thereof, cause (x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or any Restricted Subsidiary (and in no event shall any such date contribution increase the Available Equity Amount) or (assumingy) the Person formed or acquired to merge into or consolidate or amalgamate with the Borrower or any Restricted Subsidiary to the extent such merger or consolidation is permitted by Section 6.03) in order to consummate such Investment, in each case that in accordance with the requirements of Sections 5.11 and 5.12; (F) the proceeds of which shall be used to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, consultants, independent contractors or employees of Holdings or any other Parent Entity to the extent such payment was made on salaries, bonuses and other benefits are attributable to the first day ownership or operation of such periodthe Borrower and the Restricted Subsidiaries; (G) the proceeds of which shall be used by Holdings (or any other Parent Entity) to pay (i) fees and expenses related to any successful or unsuccessful equity issuance or offering or debt issuance, incurrence or offering, disposition or acquisition, Investment or other transaction permitted by this Agreement and (ii) after the consummation of an IPO described in clause (a) of at least $100,000,000 the definition thereof or issuance of public debt securities, Public Company Costs; and (CH) the Fixed Charge Coverage Ratio, determined as proceeds of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), shall be used for the period payment of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect insurance premiums to such Restricted Payment, is no less than 1.1 the extent attributable to 1.0, (iv) provided that no Event of Default has occurred and is then continuingany Parent Entity, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred Borrower and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct whollytheir subsidiaries; 174 US-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parent.DOCS\115047431.4

Restricted Payments; Certain Payments of Indebtedness. (a) No The Loan Party willParties will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries Parent may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests (other than Disqualified Stock), (ii) Restricted Subsidiaries 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 (or, if not ratably, on a basis more favorable to Parent and the Subsidiaries), (iii) the Parent and its Subsidiaries may make Restricted Payments to the extent provided that no Event for in the Approved Budget (including Permitted Variances thereto), (iv) [reserved], (v) the Parent may make cash payments in lieu of Default has occurred 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 shares of common stock in the Parent, (vi) the Loan Parties may make Restricted Payments to Borrower Representative on or around and is then continuingupon the execution and effectiveness of the RSA to pay fees and expenses in accordance therewith to the extent permitted in the applicable Orders, (vii) to the extent constituting a Restricted Payment, the Company Parent and its Subsidiaries may declare consummate transactions permitted by Section 6.05; and pay dividends (viii) the Loan Parties may make Restricted Payments to its shareholders in an aggregate amount not exceeding permit payment of franchise and similar taxes, administrative and maintenance expenses, and foreign independent director (xor foreign independent member or manager) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long asfees and expenses and related expenses, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect certain non-Debtor affiliate entities to such payment, (B) the Borrowers shall have both Aggregate Availability on extent provided in the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the “first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared day” orders on a pro forma final basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event entered by the Court in respect of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that ongoing cash management in the event that any Restricted Payment is made ordinary course of business consistent with past practice and to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentextent provided for in the Approved Budget (including Permitted Variances thereto).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Parent Borrower will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) each Loan Party and its Restricted Subsidiaries such Borrower may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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, Equity Interests; (ii) (A) the Parent Borrower may declare and pay Restricted Payments to Holdings and (B) Restricted Subsidiaries may declare and pay dividends ratably Restricted Payments with respect to their Equity InterestsInterests (provided that if such Restricted Subsidiary is not directly or indirectly wholly owned by the Parent Borrower, such dividends must be made on a pro rata basis to the holders of its Equity Interests or on a greater than ratable basis to the extent such greater payments are made solely to the Parent Borrower or a Restricted Subsidiary); (iii) to the extent constituting Restricted Payments, the Parent Borrower and its Restricted Subsidiaries may enter into transactions expressly permitted by Sections 6.03, 6.04, 6.05 or 6.07; (iv) repurchases by the Parent Borrower of partial interests in its Equity Interests for nominal amounts which are required to be repurchased in connection with the exercise of stock options or warrants to permit the issuance of only whole shares of Equity Interests; (v) the Parent Borrower may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent Borrower or any Parent Company (including related stock appreciation rights or similar securities) held by any future, present or former director, officer, member of management, employee or consultant of any Parent Company, the Parent Borrower or any of its Subsidiaries (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing); provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) at the time of any such repurchase, retirement or other acquisition or retirement for value no Event of Default has occurred and is continuing or would result after giving effect to such paymenttherefrom, (B) the Borrowers aggregate amount of Restricted Payments made under this clause (v) in any Fiscal Year does not exceed (x) $15,000,000 (the “Yearly Limit”) plus (y) the portion of the Yearly Limit from each of the immediately preceding four (4) Fiscal Years which was not expended by the Parent Borrower for Restricted Payments in such Fiscal Years (the “Carryover Amount” and in calculating the Carryover Amount for any Fiscal Year, the Yearly Limit applicable to the previous fiscal years shall be deemed to have both Aggregate Availability on been utilized first by any Restricted Payments made under this clause (v) in such Fiscal Year) plus (z) an amount equal to the date cash proceeds from the sale of Equity Interests to directors, officers, members of management, employees or consultants of any Parent Company, the Parent Borrower or of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) in such Fiscal Year; (vi) the repurchase of Equity Interests of the Parent Borrower (or of any Parent Company) that occurs upon the cashless exercise of stock options, warrants or other convertible securities as a result of the Parent Borrower or such Parent Company accepting such options, warrants or other convertible securities as satisfaction of the exercise price of such payment and average Aggregate Availability over the prior thirty day period ending on such date Equity Interests; (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (Cvii) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred Parent Borrower and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase pay (or may make Restricted Payments to allow a Parent Company to pay) cash payments in lieu of fractional shares in connection with (i) any dividend, split or combination of its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as Equity Interests or any Permitted Acquisition (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(asimilar Investment) or (b)ii) the exercise of warrants, for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company options or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parent.other securities

Restricted Payments; Certain Payments of Indebtedness. (a) (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock payable solely in additional shares of 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, subject to the restrictions under Section 6.04(c), (ii) Restricted Subsidiaries may declare distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, (iii) provided that no Event of Default has occurred and if any Subsidiary is then continuingnon-wholly-owned, the Company such Subsidiary may declare and only pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends ratably with respect to its Equity Interests toheld or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the Restricted Subsidiary that owns 100% foregoing), to the extent such Equity Interests represent a portion of its Equity Interests; provided that the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the event Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any Restricted Payment is FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parenta Loan Party).

Restricted Payments; Certain Payments of Indebtedness. (a) No The Loan Party willParties will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries Parent may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests (other than Disqualified Stock), (ii) any Restricted Subsidiaries 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 (or, if not ratably, on a basis more favorable to Parent and the Subsidiaries), (iii) provided that so long as no Event of Default has occurred and is then continuing, the Company Parent may declare and pay dividends to its shareholders make Restricted Payments in an aggregate amount not exceeding (x) to exceed $5,000,000 during 10,000,00015,000,000 in any fiscal quarter or in respect of dividends on Parent’s common stock, (yiv) $10,000,000 during any fiscal year Parent may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the Company as long asexercise price of such stock options, deferred stock units or restricted shares, (v) the Parent may make cash payments in each caselieu 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 shares of common stock in the Parent and (vi) the Parent may repurchase shares of its common stock and make other Restricted Payments, provided that at the time of and immediately after giving effect to any such repurchase or other Restricted Payment referred to in this clause (vi), (A) no Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to such payment, and (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements Payment Conditions have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentsatisfied.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither the Parent nor the Borrower will, nor will it they permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries the Parent may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries any Subsidiary may declare and pay dividends ratably or make other distributions with respect to their its Equity Interests, ratably to the holders of such Equity Interests, (iii) provided that 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 Payments to the Parent the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers, and (vii) the Parent may make Restricted Payments in cash if at the time thereof and after giving effect thereto (A) no Event of Default has shall have occurred and is then continuing, be continuing and (B) the Company may declare and pay dividends to its shareholders in an aggregate amount of all such Restricted Payments made on or after the Restatement Effective Date shall not exceeding exceed (x1) $5,000,000 during any fiscal quarter 4,000,000, for the period commencing on the Restatement Effective Date and ending on December 31, 2008, or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interestsoccurring thereafter; provided that in if the event that any aggregate amount of all such Restricted Payment is Payments made to BCB Internationalduring such period or fiscal year, BCB European as the case may be, commencing with the period ending December 31, 2008, or any Interim Holdco at any timefiscal year thereafter, is less than $4,000,000 or $10,000,000, respectively, the total amount of the difference between the aggregate amount of such Restricted Payment Payments and $4,000,000 or $10,000,000, as the case may be, may be carried forward to the next succeeding fiscal year and the aggregate amount of all such Restricted Payments permitted in such succeeding fiscal year shall immediately be distributed to its immediate parentincreased by the amount of such difference plus (2) if positive, the Cumulative Income Amount.

Restricted Payments; Certain Payments of Indebtedness. (a) No The Loan Party willParties will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries Parent may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests (other than Disqualified Stock), (ii) any Restricted Subsidiaries 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 (or, if not ratably, on a basis more favorable to Parent and the Subsidiaries), (iii) provided that so long as no Event of Default has occurred and is then continuing, the Company Parent may declare and pay dividends to its shareholders make Restricted Payments in an aggregate amount not exceeding (x) to exceed $5,000,000 during 10,000,000 in any fiscal quarter or in respect of dividends on Parent’s common stock, (yiv) $10,000,000 during any fiscal year Parent may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the Company as long asexercise price of such stock options, deferred stock units or restricted shares, (v) the Parent may make cash payments in each caselieu 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 shares of common stock in the Parent and (vi) the Parent may repurchase shares of its common stock and make other Restricted Payments, provided that at the time of and immediately after giving effect to any such repurchase or other Restricted Payment referred to in this clause (vi), (A) no Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to such payment, and (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements Payment Conditions have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentsatisfied.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries the Borrower may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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, Equity Interests; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, Interests to the Borrower or any other Subsidiary; (iii) provided that no Event the Borrower may redeem shares of Default has occurred and is then continuing, its capital stock which are “restricted securities” (as defined in Rule 144 promulgated under the Company may declare and pay dividends to its shareholders Securities Act of 1933) in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year to exceed 5.0% of the Company as long as, in each case, (A) no Event aggregate total voting stock of Default has occurred the Borrower issued and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability outstanding on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined a fully diluted basis as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0date hereof, (iv) provided that no Event the Borrower may redeem shares of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock to settle any applicable tax obligations of a grantee of shares of any equity award (including any shares of restricted stock and any stock appreciation rights) which arise in an aggregate amount not exceeding $5,000,000 during connection with the term of this Agreement as long as (A) no Event of Default has occurred and is continuing vesting, exercise or would result after giving effect other taxable event with respect to such repurchaseawards, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, Borrower may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% shares of its Equity Interests; capital stock pursuant to and in accordance with any stock repurchase (or similar) program as approved by the Board of Directors for repurchase of up to an aggregate of $15,000,000, (vi) the Transfer Pricing Obligations and (vii) the Intercompany Obligations, provided that in the event that any Restricted Payment is made obligations subject to BCB International, BCB European or any Interim Holdco at any time, clause (vii) shall be subordinated to the total amount of such Restricted Payment shall immediately be distributed Secured Obligations on terms reasonably satisfactory to its immediate parentthe Administrative Agent.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor or will it permit any of its Restricted Subsidiaries subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do soso prior to the Tranche B Maturity Date, except (i) each Loan Party and its Restricted Subsidiaries Holdings may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares Equity Interests of its common stock, and, with respect to its preferred stock, payable solely in additional shares Holdings that do not require (or permit the holder of such preferred stock Equity Interest to require) any payments or other distribution (whether in shares cash, securities or other property) to the holder of its common stocksuch Equity Interests prior to the Tranche B Maturity Date, (ii) Restricted Subsidiaries Loan Parties (other than Holdings) that are wholly-owned subsidiaries of Holdings may declare and pay dividends ratably with respect to their Equity Interests, (iii) provided that no Event of Default has occurred is occurring or would result therefrom, Restricted Payments to repurchase Equity Interests in Holdings (or any Parent) from retired, deceased or terminated employees or directors (including their Heirs) of any Parent, Holdings or any of its subsidiaries in an amount not to exceed $1,000,000 in any fiscal year and $5,000,000 in the aggregate, (iv) Restricted Payments to repurchase Equity Interests in Holdings (or any Parent) from retired, deceased or terminated employees or directors (including their Heirs) of any Parent, Holdings or any of its subsidiaries, to the extent such Restricted Payments constitute Indebtedness that is not secured and is then continuingsubordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $5,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time, (v) any Restricted Payment made pursuant to the Company may declare Acquisition Documents, (vi) Restricted Payments to any Parent for the maintenance of its corporate existence and pay dividends to its shareholders compliance with applicable law or accounting, legal, public relations, investor relations, financial or management activities (including the employment of employees, agents, accountants, consultants, bankers, advisors or other professionals in connection with any of the foregoing) in an aggregate amount not exceeding to exceed $1,500,000 per year, (vii) any Loan Party may issue Equity Interests that do not require (or permit the holder of such Equity Interest to require) any payments or other distributions (whether in cash, securities or other property) to the holder of such Equity Interests prior to the Tranche B Maturity Date, to the extent such issuance is in connection with a Permitted Acquisition or a transaction permitted by Section 6.05(j), (viii) any Loan Party may make any payments related to an Earnout, (ix) the payments permitted under Section 6.09(d) shall be permitted to be made, (x) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Loan Parties may make any other Restricted Payments not to exceed $5,000,000 during any fiscal quarter or (y) $10,000,000 during 1,000,000, in the aggregate, in any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred Holdings and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 in the aggregate during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity InterestsAgreement; provided that any amount not utilized in a previous fiscal year may be utilized in the event that immediately succeeding (but no other) fiscal year and (xi) the payment by Holdings to any Restricted Payment is made to BCB InternationalParent of proceeds from the exercise of stock options of Holdings, BCB European so long as such stock options shall have been issued and outstanding on or any Interim Holdco at any time, before the total amount of such Restricted Payment shall immediately be distributed to its immediate parentEffective Date.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor None of the Company or any Subsidiary will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries 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, taking into account any preferences under the terms of different Equity Interests (or, if not ratably, on a basis more favorable to the Company and the Subsidiaries), (iii) provided that the Company may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, (iv) the Company may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for capital stock in the Company, (v) the Company may make Restricted Payments (including payments pursuant to any note issued in exchange for the purchase, redemption, retirement, acquisition or exchange of any Equity Interests), not exceeding $5,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers, employees, members of management, managers or consultants of the Company and its Subsidiaries, (vi) the Company may pay the Effective Date Dividend and Effective Date Repayment, (vii) so long as no Event of Default has shall have occurred and is then continuingbe continuing at the time of the declaration of any dividend, distribution or other Restricted Payment, the Company may declare and pay dividends make Restricted Payments (in addition to its shareholders those permitted under the preceding clauses (i) through (vi)) in an aggregate amount not exceeding greater than the sum of (x) 50% of any amount by which $5,000,000 during any fiscal quarter or 450,000,000 exceeds the amount of the Effective Date Dividend plus (y) $10,000,000 during any fiscal year 50% of the aggregate Consolidated Net Income of the Company for the period (taken as long as, in each case, (Aa single accounting period) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on commencing with the first day of such period) of at least $100,000,000 the fiscal quarter immediately following the fiscal quarter in which the Effective Date shall have occurred and (C) the Fixed Charge Coverage Ratio, determined as of ending on the last day of the most recent fiscal quarter for which financial statements have been or should of the Company shall have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b) (the sum of the amounts referred to in this clause (y) and the preceding clause (x) being referred to as the “Restricted Payment Basket”) minus (z) the aggregate amount of the Restricted Payment Basket theretofore utilized under this clause (vii), for clause (vi) of paragraph (b) of this Section and paragraphs (c), (d) and (e) of Section 6.04, (viii) so long as no Default shall have occurred and be continuing at the time of the declaration of any dividend, distribution or other Restricted Payment, the Company may make any Restricted Payment (in addition to those permitted under the preceding clauses (i) through (vii)) if after giving effect thereto and to any related incurrence of Indebtedness the Leverage Ratio, determined on a pro forma basis in accordance with Section 1.04(b) as of the last day of the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the then most recent fiscal quarter recently ended for which the financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or 5.01(b) (b)or, for prior to the delivery of any such financial statements, the most recent period of four consecutive fiscal quarters ending on such last day prepared on a included in the pro forma basis giving effect financial statements referred to such Restricted Paymentin Section 3.04(b) or Section 4.02(e), is no as applicable) shall be less than 1.1 2.75:1.00, (ix) to 1.0 the extent constituting a Restricted Payment and not resulting in the receipt by holders of the Company’s Equity Interests of consideration other than Equity Interests in any merged, amalgamated or consolidated entity, the consummation of any merger, amalgamation or consolidation permitted by Section 6.03 and (vx) any Restricted Subsidiary that is Investment permitted by Section 6.04 (other than as a direct wholly-owned Subsidiary result of clause (g) thereof and other than any Investment in Equity Interests of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentCompany).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willHoldings will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries Holdings may declare and pay dividends with respect to its common stock 109 Equity Interests payable solely in additional shares of 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 stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries 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 (A) to make Restricted Payments permitted to be made by it under this Section 6.4(a) or (B) to discharge its other permitted liabilities as and when due, (iii) Holdings may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, (iv) Holdings may make cash payments in lieu of the issuance of fractional units 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, (v) Holdings may make cash distributions to owners of the common units representing limited partner interests in Holdings with the Net Proceeds in respect of any substantially concurrent issuance or sale by Holdings of its Equity Interests (other than (A) the IPO, (B) any issuance or sale of Equity Interests to any Subsidiary or (C) any issuance or sale of Equity Interests to directors, officers or employees of Holdings or any Subsidiary under any employee stock option or stock purchase plan or a similar benefit plan or to a trust established for the benefit of directors, officers or employees of Holdings or any Subsidiary), (vi) Holdings may redeem, repurchase or otherwise acquire for value Equity Interests in Holdings held by any former director, officer or employee of Holdings or any Subsidiary or its assigns, estates or heirs following the death, disability or termination of employment of such director, officer or employee, provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount of all Restricted Payments made in reliance on this clause (vi) shall not exceeding (x) to exceed $5,000,000 during in any fiscal quarter or Fiscal Year, (yvii) $10,000,000 during any fiscal year of Holdings may make the Company Coffeyville Resources Distribution, (viii) Holdings may make the IDR Repurchase, (ix) so long as long as, in each case, (A) no Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to such paymenttherefrom, (B) the Borrowers shall have both Aggregate Availability common units representing limited partner interests in Holdings are listed on a national securities exchange (as defined in the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such periodExchange Act) of at least $100,000,000 and (C) after giving effect thereto Holdings and the Fixed Charge Coverage Ratio, Borrower shall be in pro forma compliance with the covenants set forth in Section 6.7 (determined in accordance with Section 1.2(b)) as of the last day of the Fiscal Quarter most recent fiscal quarter recently ended on or prior to the date thereof for which financial statements have been or should have been delivered pursuant to are available (provided that, for purposes of determining the Leverage Ratio under Section 4.01(b) or Section 5.01(a) or (b6.7(b), for the period of four consecutive fiscal quarters ending on such last day prepared Consolidated Total Debt shall be determined on a pro forma basis giving as of such date), Holdings may make, after the end of any Fiscal Quarter, cash distributions on a pro rata basis to owners of the common units representing limited partner interests in Holdings pursuant to and in accordance with the cash distribution policy adopted by the board of directors of the General Partner pursuant to the Partnership Agreement and in effect to such Restricted Payment, is no less than 1.1 to 1.0, on the date thereof (iv) provided that such policy shall not be more adverse to the Lenders than the cash distribution policy in effect on the Closing Date and set forth in Schedule 6.4) and (x) in the case of any cash distribution of the type described in clause (ix) above that, at the time of declaration thereof, complied with the requirements of such clause, Holdings may, within 60 days of the declaration thereof and to the extent not previously made, make such cash distribution, provided that on the date on which such distribution is made, no Event of Specified Default has shall have occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is be continuing or would result after giving effect therefrom. In the case of any Restricted Payment made by Holdings in reliance on Section 6.4(a)(ix) or 6.4(a)(x) with respect to any Fiscal Quarter, if the Administrative Agent shall have received a Compliance Certificate pursuant to Section 5.1(c) with respect to such repurchase, (B) the Borrowers shall have both Aggregate Availability Fiscal Quarter 110 on or prior to the date of on which such payment Restricted Payment is made and average Aggregate Availability over the prior thirty day period ending on such date (assumingCompliance Certificate shall state that, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined calculating Consolidated Total Debt as of the last day of the most recent fiscal quarter for which financial statements such Fiscal Quarter any amount shall have been or should have been delivered deducted pursuant to Section 4.01(b) or Section 5.01(a) or clause (b) of the definition of the term “Consolidated Total Debt” (including after giving effect to the second sentence of the definition of the term “Leverage Ratio”, if applicable), for the period of four consecutive fiscal quarters ending on then such last day prepared on a pro forma basis Restricted Payment shall be permitted under such Section only if, after giving effect to such Restricted Payment, is no less than 1.1 Payment (and without giving effect to 1.0 the proceeds of any Revolving Loans made after the last day of such Fiscal Quarter and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of on or prior to the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount date of such Restricted Payment Payment), the aggregate amount of Cash and Cash Equivalents of the Credit Parties that is subject to a Control Agreement shall immediately not be distributed to its immediate parentless than such amount.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Obligor will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except, (x) any Obligor may make a Permitted Company Dividend under clause (iii) of the definition thereof to the Company and (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom (including after giving effect thereto on a pro forma basis), (i) each Loan Party of the Company and its Restricted Subsidiaries the Issuers may declare and pay dividends with respect to its common stock payable solely in additional shares of 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 may declare and pay dividends ratably with respect to their Equity Intereststhe Issuers, (iii) provided that no Event of Default has occurred and is then continuing, any Obligor may make a Permitted Company Dividend to the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0Company, (iv) provided that no Event the Obligors and their Subsidiaries may make Restricted Payments payable solely in the form of Default has occurred their Equity Interests pursuant to and is then continuingin accordance with employment agreements, bonus plans, stock option plans, or other benefit plans for existing, new and former management, directors, employees and consultants of the Obligors and their Subsidiaries, (v) the Company or any of and its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such make any other Restricted Payment, is no less than 1.1 so long as the aggregate amount of all such Restricted Payments made pursuant to 1.0 and this clause (v) during any Restricted Subsidiary that is a direct wholly-owned Subsidiary of Fiscal Year does not exceed $1,000,000, and (vi) the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiarymay enter into, may repurchase exercise its Equity Interests fromrights and perform its obligations under, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentPermitted Call Spread Swap Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any of its Intermediate Parent or Restricted Subsidiaries to, declare or make, or agree Subsidiary to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) Each Intermediate Parent, the Borrower and each Loan Party and its Restricted Subsidiaries Subsidiary may declare and pay dividends with respect make Restricted Payments to its common stock payable solely in additional shares of its common stockHoldings, andan Intermediate Parent, with respect to its preferred stock, payable solely in additional shares of such preferred stock the Borrower or in shares of its common stock, (ii) any other Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iii) Subsidiary; provided that no Event in the case of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on Payment by a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is not a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted SubsidiaryBorrower, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any such Restricted Payment is made to BCB Internationalthe Borrower, BCB European or any Interim Holdco at any time, the total amount Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Payment shall Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (ii) [reserved]; (iii) Holdings may declare and make dividend payments or other distributions payable solely in the Equity Interests of Holdings; (iv) Restricted Payments made to consummate the Transactions and pay fees and expenses related thereto (including Restricted Payments made (A) to holders of restricted stock or performance stock units as provided by the Acquisition Agreement as in effect on the Effective Date, (B) to holders of Equity Interests of the Target (immediately be distributed prior to its immediate parent.giving effect to the Acquisition) in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, in each case, with respect to the Transactions and (C) in order to satisfy indemnity and other similar obligations under the Acquisition Agreement as in effect on the Effective Date);

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willHoldings will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries Holdings may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests permitted hereunder, (ii) Restricted Subsidiaries 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 (A) to make Restricted Payments permitted to be made by it under this Section 6.4(a) or (B) to discharge its other permitted liabilities as and when due, (iii) Holdings may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, (iv) Holdings may make cash payments in lieu of the issuance of fractional units 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, (v) Holdings may make cash distributions to owners of the common units representing limited partner interests in Holdings with the Net Proceeds in respect of any substantially concurrent issuance or sale by Holdings of its Equity Interests (other than (A) the IPO, (B) any issuance or sale of Equity Interests to any Subsidiary or (C) any issuance or sale of Equity Interests to directors, officers or employees of Holdings or any Subsidiary under any employee stock option or stock purchase plan or a similar benefit plan or to a trust established for the benefit of directors, officers or employees of Holdings or any Subsidiary), (vi) Holdings may redeem, repurchase or otherwise acquire for value Equity Interests in Holdings held by any former director, officer or employee of Holdings or any Subsidiary or its assigns, estates or heirs following the death, disability or termination of employment of such director, officer or employee, provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount of all Restricted Payments made in reliance on this clause (vi) shall not exceeding (x) to exceed $5,000,000 during in any fiscal quarter or Fiscal Year, (yvii) $10,000,000 during any fiscal year of Holdings may make the Company Coffeyville Resources Distribution, (viii) Holdings may make the IDR Repurchase, (ix) so long as long as, in each case, (A) no Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to such paymenttherefrom, (B) the Borrowers shall have both Aggregate Availability common units representing limited partner interests in Holdings are listed on a national securities exchange (as defined in the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such periodExchange Act) of at least $100,000,000 and (C) after giving effect thereto Holdings and the Fixed Charge Coverage Ratio, Borrower shall be in pro forma compliance with the covenants set forth in Section 6.7 (determined in accordance with Section 1.2(b)) as of the last day of the Fiscal Quarter most recent fiscal quarter recently ended on or prior to the date thereof for which financial statements have been or should have been delivered pursuant to are available (provided that, for purposes of determining the Leverage Ratio under Section 4.01(b) or Section 5.01(a) or (b6.7(b), for the period of four consecutive fiscal quarters ending on such last day prepared Consolidated Total Debt shall be determined on a pro forma basis giving as of such date), Holdings may make, after the end of any Fiscal Quarter, cash distributions on a pro rata basis to owners of 110 the common units representing limited partner interests in Holdings pursuant to and in accordance with the cash distribution policy adopted by the board of directors of the General Partner pursuant to the Partnership Agreement and in effect to such Restricted Payment, is no less than 1.1 to 1.0, on the date thereof (iv) provided that such policy shall not be more adverse to the Lenders than the cash distribution policy in effect on the Closing Date and set forth in Schedule 6.4) and (x) in the case of any cash distribution of the type described in clause (ix) above that, at the time of declaration thereof, complied with the requirements of such clause, Holdings may, within 60 days of the declaration thereof and to the extent not previously made, make such cash distribution, provided that on the date on which such distribution is made, no Event of Specified Default has shall have occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is be continuing or would result after giving effect therefrom. In the case of any Restricted Payment made by Holdings in reliance on Section 6.4(a)(ix) or 6.4(a)(x) with respect to any Fiscal Quarter, if the Administrative Agent shall have received a Compliance Certificate pursuant to Section 5.1(c) with respect to such repurchase, (B) the Borrowers shall have both Aggregate Availability Fiscal Quarter on or prior to the date of on which such payment Restricted Payment is made and average Aggregate Availability over the prior thirty day period ending on such date (assumingCompliance Certificate shall state that, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined calculating Consolidated Total Debt as of the last day of the most recent fiscal quarter for which financial statements such Fiscal Quarter any amount shall have been or should have been delivered deducted pursuant to Section 4.01(b) or Section 5.01(a) or clause (b) of the definition of the term “Consolidated Total Debt” (including after giving effect to the second sentence of the definition of the term “Leverage Ratio”, if applicable), for the period of four consecutive fiscal quarters ending on then such last day prepared on a pro forma basis Restricted Payment shall be permitted under such Section only if, after giving effect to such Restricted Payment, is no less than 1.1 Payment (and without giving effect to 1.0 the proceeds of any Revolving Loans made after the last day of such Fiscal Quarter and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of on or prior to the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount date of such Restricted Payment Payment), the aggregate amount of Cash and Cash Equivalents of the Credit Parties that is subject to a Control Agreement shall immediately not be distributed to its immediate parentless than such amount.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of 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 the Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iiiii) provided that no Event of Default has occurred and is then continuing, the Company Borrower may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests toor with respect to Equity Equivalents payable solely in Equity Interests or Equity Equivalents (other than Disqualified Equity Interests), (iii) the Borrower may make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements or other benefit plans approved by the Borrower’s board of directors for management, directors, former directors, employees and former employees of the Borrower and the Subsidiaries, (iv) if the Borrower or any Subsidiary subsequently becomes an operational national securities exchange under the Exchange Act, the Company Borrower may redeem the outstanding share of Series D Preferred Stock, (v) Liberty may make Restricted Payments pursuant to and in accordance with stock option plans, employment agreements and/or benefit plans in existence on the Funding Date, provided that such plans or agreements were not procured or approved by Borrower or its subsidiaries (other than the Liberty Group), (vi) on or after the delivery of the financial statements and the certificate of a Financial Officer pursuant to Section 5.01(a) and Section 5.01(c), respectively, for the Borrower’s fiscal year ended December 31, 2007, the Borrower may repurchase, redeem or retire its Equity Interests or Equity Equivalents in an aggregate amount in any fiscal year not to exceed 50% of Excess Cash Flow for the immediately preceding fiscal year, provided that (w) pro forma for such Restricted Subsidiary that owns 100% Payment, Borrower’s Leverage Ratio for such fiscal year shall be less than 6:00 to 1:00, (x) at the time of any such payment, no Default shall have occurred and be continuing or would result therefrom, (y) any amounts required to be applied to prepay Term Loans pursuant to Section 2.11(d) shall have been so applied and (z) the Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of such Excess Cash Flow, (vii) the Borrower may pay “pay-in-kind” dividends on Preferred Qualified Equity and on shares of Perpetual Preferred Stock, (viii) the Borrower may make additional repurchases, redemptions and retirements of its Equity Interests; provided that Interests and Equity Equivalents in an aggregate amount not to exceed $25,000,000 during the event that any Restricted Payment is made to BCB Internationalterm of this Agreement, BCB European (ix) Liberty may redeem the outstanding shares of the Liberty Series B Shares and (x) the Borrower or any Interim Holdco at any timeits Subsidiaries may redeem, repurchase or otherwise acquire Preferred Qualified Equity and/or shares of Perpetual Preferred Stock with the total amount proceeds of such Restricted Payment shall immediately be distributed to its immediate parenta substantially contemporaneous offering of Qualified Equity Interests of the Borrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willEach of Holdings and the Borrower will not, nor and each, as applicable, will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (ii)(A) each Loan Party Holdings, (B) the Borrower, (C) Endo Inc. and its Restricted Subsidiaries (D) any other Subsidiary that is a direct subsidiary of Holdings may declare and pay dividends with respect to its common stock Capital Stock payable solely in additional shares of 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 (A) the Borrower, (B) Endo Inc. and (C) any other Subsidiary that is a direct subsidiary of Holdings may declare and pay dividends ratably with respect to their Equity InterestsCapital Stock, (iii) provided that no Event Holdings may make Restricted Payments, not exceeding $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 Default has occurred and is then continuingHoldings, the Company Borrower and the other Subsidiaries, (iv)(A) the Borrower, (B) Endo Inc. and (C) any other Subsidiary that is a direct subsidiary of Holdings may declare and pay dividends to Holdings at such times and in such amounts as may be necessary to permit Holdings to discharge liabilities permitted to be incurred under Section 6.03(c), (v) Holdings may make Restricted Payments to purchase, redeem, retire or otherwise acquire shares of its shareholders Capital Stock, or options or warrants to purchase shares of its Capital Stock, held by officers, directors or employees of Holdings, the Borrower or any other Subsidiary pursuant to a compensation plan or arrangement in an connection with the death, disability or termination of employment of any such officer, director or employee, so long as the aggregate amount not exceeding of all payments pursuant to this clause (xv) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as long as, in each case, does not exceed (A) no Event of Default has occurred $2,000,000 minus (B) any amounts paid pursuant to Section 6.08(b)(v) in such fiscal year and is continuing or would result (vi) so long as prior to and after giving effect to such paymentpayments Holdings and the Borrower shall be in compliance with Sections 6.13 and 6.14, additional Restricted Payments in any fiscal year in an amount equal to the amount of (A) Excess Cash Flow for the immediately preceding fiscal year plus (B) the Borrowers shall have both Aggregate Availability on Net Proceeds in respect of any issuance by Holdings of any Capital Stock of Holdings that is permitted hereunder, to the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case extent that such payment was made on the first day Excess Cash Flow and Net Proceeds (1) are not required to be applied to make prepayments of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered Loans pursuant to Section 4.01(b) or Section 5.01(a2.11(c) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Paymentas applicable, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C2) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have not been or should have been delivered applied to make Capital Expenditures permitted pursuant to the proviso to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parent6.12.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as set forth in Section 6.08(b) and (i) each Loan Party of Holdings and its Restricted Subsidiaries the Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of 103 59562397_5 LEGAL_US_E # 113892680.8124105178.14 such preferred stock or in shares of its common stock, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iii) provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) the Borrower may make Restricted Payments (the proceeds of which may be utilized by Holdings to make additional Restricted Payments), not exceeding $5,000,000 1,000,000 during any fiscal quarter year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the direct or indirect Parent of Holdings, Holdings, the Borrower and its Restricted Subsidiaries and (y) $10,000,000 during any fiscal year following a Qualifying IPO, the Borrower may make Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of the Company as long as, in each case, Equity Interests (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such periodother than Disqualified Capital Stock) of at least $100,000,000 and (C) the Fixed Charge Coverage RatioHoldings held by any future, determined as present or former employee, director, manager or consultant of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b)Holdings, for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuing, the Company or any of its Restricted Subsidiaries pursuant to any management equity plan or stock option plan or any other employee benefit plan, management plan or agreement, or any stock subscription or shareholder agreement; provided that, the aggregate Restricted Payments made under this clause (y) subsequent to the Effective Date do not exceed in any fiscal year $5,000,000 plus the net cash proceeds of any “key man” life insurance policies contributed to the Borrower in cash plus cash proceeds from the sale to any employees or members of management (or their respective Immediate Family Members of Equity Interests of the Borrower or any direct or indirect parent company of the Borrower (to the extent such proceeds are contributed to the Borrower) pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the direct or indirect Parent of Holdings, Holdings, the Borrower and its Restricted Subsidiaries (with unused amounts in any calendar year being carried over to succeeding fiscal years subject to maximum aggregate Restricted Payments under this clause of $10,000,000 in any fiscal year), (iv) the Borrower may make Restricted Payments of an amount equal to the Permitted Tax Distribution Amount with respect to a taxable period (on a quarterly or less frequent basis and with the Permitted Tax Distribution Amounts with respect to a taxable period permitted to be paid either during or after such period), (v) [reserved], (vi) subject to satisfaction of the applicable Available Amount Usage Conditions, Restricted Payments not to exceed the sum of (x) Available Amount plus (y) $20,000,000 (less the amount paid under clause (b)(v)(y), below), (vii) the repurchase its capital of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options, (viii) Permitted Payments to Parent, (ix) payments to any Parent on the Effective Date used to fund the Aggregate Distribution Amount (as defined in the Purchase Agreement) pursuant to Section 2.01 of the Purchase Agreement, (x) a potential payment to redeem, directly or indirectly, certain securities held by the former chief financial officer of the Borrower in an amount not to exceed $500,000, (xi) the payment of the Effective Date Dividend, (xii) additional dividends in an aggregate amount per annum not exceeding $5,000,000 during to exceed an amount equal to 6% of the term of this Agreement as long as net proceeds received by (Aor contributed to) no Event of Default has occurred the Borrower and is continuing or would result after giving effect to such repurchaseits Restricted Subsidiaries from a Qualifying IPO, (Bxiii) the Borrowers shall have both Aggregate Availability on the date Borrower may make (or may make Restricted Payments to allow any Parent to make) Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager, consultant or other service provider (or Immediate Family Members) and any repurchases of Equity Interests in consideration of such payment and average Aggregate Availability over payments including deemed repurchases in connection with the prior thirty day period ending exercise of stock options or warrants and, (xiv) the Borrower may make the 2015 Special Distribution on such date (assuming, in each case that such payment was made on or about the first day of such period) of at least $100,000,000 First Amendment Effective Date and (Cxv) the Fixed Charge Coverage Ratio, determined as of Borrower may make the last day of 2016 Special Distribution on or about the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentSecond Amendment Effective Date.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of 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 stockEquity Interests (other than Disqualified Stock), (ii) Restricted Subsidiaries 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 (or, if not ratably, on a basis more favorable to the Company and the Subsidiaries), (iii) provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount make Restricted Payments, not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 1,000,000 during any fiscal year of the Company, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company as long asand the Subsidiaries, (iv) the Company may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, (v) the Company may make cash payments in each caselieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company and (vi) the Company may repurchase shares of its common stock and make other Restricted Payments, provided that at the time of and immediately after giving effect to any such repurchase or other Restricted Payment referred to in this clause (vi), (A) no Default or Event of Default has shall have occurred and is continuing or would result after giving effect to such paymentbe continuing, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of computed on a Pro Forma Basis for the most recent period of four fiscal quarter quarters of the Company for which financial statements have been or should shall have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or 5.01 (bor, prior to the first such delivery, ending on April 28, 2012), for shall be not less than 1.15 to 1.00, (C) Availability, determined on a Pro Forma Basis, shall have been and shall be not less than 17.5% of the total Revolving Commitments in effect at all times during the period of four consecutive fiscal quarters ending commencing on such last the 60th day prepared on a pro forma basis giving effect to before such Restricted Payment, is no less than 1.1 to 1.0, Payment and (ivD) provided that no Event of Default has occurred and is then continuing, the Company or any shall have delivered to the Administrative Agent a certificate of its Restricted Subsidiaries may repurchase its capital stock a Financial Officer of the Company in an aggregate amount not exceeding $5,000,000 during form and detail reasonably satisfactory to the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, Administrative Agent setting forth computations demonstrating compliance with the requirement set forth in clauses (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) above and confirming that the Fixed Charge Coverage Ratio, determined as other requirements of the last day of the most recent fiscal quarter for which financial statements this clause (vi) have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentsatisfied.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted the Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of 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 stockstock (other than Disqualified Equity Interests), (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity InterestsInterests (other than Disqualified Equity Interests not permitted by Section 6.01); provided that any dividend or distribution (x) from a U.S. Loan Party shall be to a U.S. Loan Party, (y) from a Canadian Loan Party or U.K. Loan Party shall be directly or indirectly to a Loan Party (other than a French Loan Party) and (z) from a French Borrower shall be directly or indirectly to a Loan Party, (iii) provided that no Event of Default has occurred and is then continuing, the Company may declare make Restricted Payments pursuant to and pay dividends to in accordance with stock option plans or other benefit plans for management or employees of the Company and any of its shareholders Subsidiaries in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) to exceed $10,000,000 during any fiscal year of the Company as long asCompany; provided that (x) both immediately before and immediately after giving effect to each such Restricted Payment, in each case, (A) no Default or Event of Default has shall have occurred and is be continuing and (y) unused amounts of such $10,000,000 from any fiscal year may be carried forward and utilized in the next fiscal year only, (iv) so long as no Default or would result Event of Default shall have occurred and be continuing, the Borrowers and the Restricted Subsidiaries may make other Restricted Payments that, when aggregated with the amount of Investments outstanding pursuant to Section 6.04(l), do not exceed $10,000,000, (v) so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers and the Restricted Subsidiaries may make other Restricted Payments in an amount not to exceed in any fiscal year 6% of the net cash proceeds received by Holdings in its initial public offering of its common stock prior to the Effective Date, (vi) the Borrowers and the Restricted Subsidiaries may make other Restricted Payments so long as the Payment Conditions are satisfied after giving effect to such paymentRestricted Payments, (Bvii) Restricted Payments to Holdings or MS Holdco to pay corporate and overhead expense attributable to the Borrowers shall have both Aggregate Availability on the date preservation of such payment and average Aggregate Availability over the prior thirty day period ending on such date their existence (assuming, in each case that such payment was made on the first day of such periodincluding expenses relating to Holdings’ continuing operation as a public company) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as or ownership of the last day Company and its Restricted Subsidiaries in the ordinary course of business, (viii) for any taxable period for which the Company is a member of a group filing a consolidated, combined or similar income tax return of which any direct or indirect parent of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for Company is the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Event of Default has occurred and is then continuingcommon parent, the Company may make payments of dividends or other distributions to such direct or indirect parent, the proceeds of which will be used to pay consolidated or combined federal, state, local and/or foreign income taxes imposed on such direct or indirect parent to the extent such income taxes are attributable to the income of the Company and/or its Subsidiaries; provided, however, that (a) the amount of such payments in respect of any taxable period does not, in the aggregate, exceed the amount that the Company and/or its Subsidiaries that are members of such consolidated or combined group would have been required to pay in respect of such federal, state, local and/or foreign income taxes (as the case may be) in respect of such taxable period if the Company and/or its Subsidiaries paid such income taxes directly as a stand-alone consolidated or combined income tax group (reduced by any such taxes paid directly by the Company or any Subsidiary) and (b) the permitted payment pursuant to this clause (viii) with respect to any income of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid in cash with respect to such period by such Unrestricted Subsidiary to the Company or any Restricted Subsidiary for the purposes of paying such consolidated or combined income taxes, (ix) Restricted Payments to any direct or indirect parent of the Company to pay its corporate overhead and any franchise Taxes required to maintain its corporate existence, (x) Restricted Payments pursuant to the Specified Foreign Restructuring, (xi) non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants to the extent such Equity Interests represent a portion of the exercise price of such options or warrants, (xii) to the extent constituting Restricted Payments, Holdings, MS Holdco, a Loan Party and any of its Restricted Subsidiaries may repurchase enter into and consummate transactions expressly permitted by any provision of Section 6.03 or Section 6.09 and (xiii) a Loan Party and any of its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as Restricted Subsidiaries may make Restricted Payments to Holdings or MS Holdco to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall be made substantially concurrently with the closing of such investment and (B) Holdings or MS Holdco shall, immediately following the closing thereof, cause (i) all property acquired (whether assets or Equity Interests) to be distributed contributed to its immediate parentsuch Loan Party or such Restricted Subsidiary or (ii) the merger (to the extent permitted in Section 6.03) of the Person formed or acquired into such Loan Party or such Restricted Subsidiary in order to consummate such acquisition.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, Neither the Company nor any Subsidiary will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares common Equity Interests of 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 stockthe Company, (ii) Restricted Subsidiaries 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, ratably to the holders of such Equity Interests or otherwise in connection with (x) the Scheduled Reorganizations, (y) constituting a Qualifying Round-Trip Investment or (z) any sale, transfer or other disposition of assets permitted pursuant to the last sentence of Section 6.05, (iii) provided that the Company may repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such options, (iv) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for capital stock in the Company, (v) the Company may make Restricted Payments, not exceeding $3,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Company and the Subsidiaries, (vi) the Company may make cash payments upon conversion of the Convertible Senior Debentures (or other convertible securities with terms substantially similar to, and no Event less favorable to the Lenders than, those of Default has occurred the Convertible Senior Debentures) into common stock of the Company in an amount not to exceed the stated principal amount of the Convertible Senior Debentures (or such other convertible securities) so converted and is then continuingotherwise in accordance with Section 6.08(b)(vi)(B), (vii) [reserved], (viii) at the time and after giving effect thereto, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during make any fiscal quarter or (y) $10,000,000 during any fiscal year of the Company as Restricted Payment so long as, in each case, (A) no Event of Default has occurred both immediately before and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, (iv) provided that no Default or Event of Default has shall have occurred and is then continuing, be continuing and the Leverage Ratio would not exceed 2.25 to 1.00 and (ix) the Company or any of its may make other Restricted Subsidiaries may repurchase its capital stock in Payments not to exceed an aggregate amount of $75,000,000 in any calendar year (with up to $25,000,000 of any unused amounts for any calendar year being carried over to the following calendar year, but not exceeding to any subsequent calendar year, and the permitted amount for each calendar year shall be used prior to any amount carried over from the prior calendar year); provided, however, that the aggregate amount of Restricted Payments made pursuant to this subclause (ix) shall not exceed $5,000,000 225,000,000 in the aggregate during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parentAgreement.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each Loan Party and its Restricted Subsidiaries may declare and pay dividends or other distributions with respect to its common stock payable solely in additional shares of 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 may declare and pay dividends ratably with respect to their Equity Interests, ; (iii) provided that no Event the Company may make Restricted Payments, not exceeding $10,000,00020,000,000 during any fiscal year, pursuant to and in accordance with equity incentive plans or other benefit plans for management or employees of Default has occurred the Company and is then continuingthe Subsidiaries and for deceased and terminated employees and present and former directors (including from their estates), (iv) the Company may enter into option, warrant and similar derivative transactions in connection with a Permitted Convertible Notes Offering and may settle such transactions in accordance with the terms thereof, (v) the Company may declare and pay dividends payable in cash with respect to its shareholders capital stock and may make payments, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any option, warrant or other right to acquire any Equity Interests in the Company in an aggregate amount not exceeding (x) to exceed $5,000,000 during any fiscal quarter or (y) $10,000,000 75,000,000125,000,000 during any fiscal year of the Company as long asCompany; provided that, in each casewith respect to this clause (v), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default has shall have occurred and is be continuing or would result after giving effect to such payment, and (B) the Borrowers Liquidity shall have both be at least $500,000,000, including Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 400,000,000; (vi) Restricted Payments in respect of Permitted Convertible Notes permitted under Section 6.09(b); (vii) the Company may make Restricted Payments (other than in cash) pursuant to any shareholder rights plan or similar arrangement; (viii) the Company may make other Restricted Payments; provided that, with respect to this clause (viii), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing, and (CB) the Fixed Charge Coverage Ratio, Ratio for the Test Period in effect at the time such Restricted Payment is to occurLiquidity shall be at least 1.10 to 1.00 (determined as on a Pro Forma Basis in respect of the last day Test Period in effect at such time) and (C) no Level 4 Minimum$500,000,000, including Aggregate Availability Period shall be in effectof at least $400,000,000 and; (ix) upon receipt of requisite approval by the Company’s shareholders of the most recent fiscal quarter for which financial statements have been OfficeMax Merger, Restricted Payments to the holders of preferred stock of the Company (the “Preferred Stockholders”) to redeem up to and including 175,000 shares of preferred stock; and (x) immediately prior to consummation of the OfficeMax Merger, Restricted Payments (A) to the Preferred Stockholders to redeem any outstanding preferred shares of the Company and (B) to repurchase any outstanding common shares of the Preferred Stockholders such that immediately following consummation of the OfficeMax Merger, the Preferred Stockholders hold less than 5% of the undiluted common stock of the Company. Notwithstanding the foregoing, the Company may purchase, redeem or should have been delivered pursuant to Section 4.01(bretire Equity Interests of the Company with (x) the net cash proceeds of the sale of its Equity Interests in the Mexican Joint Venture or Section 5.01(a) or (b)in Boise Cascade Holdings, for the period of four consecutive fiscal quarters ending on such last day prepared on a L.L.C.; provided that, both immediately before and immediately after giving pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0thereto, (iv1) provided that no Default or Event of Default has shall have occurred and is then be continuing, the Company or any of its Restricted Subsidiaries may repurchase its capital stock in an aggregate amount not exceeding $5,000,000 during the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C2) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), Ratio for the period of four consecutive fiscal quarters ending on Test Period in effect at the time such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is to occur shall be at least 1.00 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (3) no Minimum Aggregate Availability Period shall be in effect or (y) up to 50% of the net cash proceeds resulting from any asset sales, transfers or dispositions under Section 6.05(g) or 6.05(i), provided that, such Restricted Payments are made to BCB Internationalwithin six months of the applicable asset sale, BCB European transfer or any Interim Holdco disposition and, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Fixed Charge Coverage Ratio for the Test Period in effect at any time, the total amount of time such Restricted Payment is to occur shall immediately be distributed at least 1.00 to its immediate parent1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (32) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except except: (i) each Loan Party and its Restricted Subsidiaries Subsidiary may declare and pay dividends with respect make Restricted Payments to its common stock payable solely in additional shares of its common stock, the Borrower or any Restricted Subsidiary (and, with respect in the case of any such Subsidiary that is not a wholly owned Subsidiary, to its preferred stock, payable solely in additional shares each other owner of Equity Interests of such preferred stock or in shares Subsidiary ratably based on their relative ownership interests of its common stock, the relevant class of Equity Interests); (ii) to the extent constituting a Restricted Subsidiaries Payment, the Borrower may declare consummate any transaction permitted by Section 6.03 (other than clause (i) thereof) and pay dividends ratably with respect to their Equity InterestsSection 6.04 (other than Section 6.04(m), (iiin), (q), (t), (u) provided that and (y)) (iii)so long as no Event of Default has occurred and is then continuing, Restricted Payments made in connection with any Permitted Receivables Financing; (iv) Holdings and the Company Borrower may declare (or may pay Restricted Payments to permit any Parent Entity thereof or any Equityholding Vehicle to) redeem, repurchase, retire or otherwise acquire in whole or in part any Equity Interests of Holdings, the Borrower or any Restricted Subsidiary or any Equity Interests of any Parent Entity or Equityholding Vehicle, in exchange for another class of Equity Interests or rights to acquire its Equity Interests or with proceeds from equity contributions or sales or issuances (other than to Holdings, the Borrower or a Restricted Subsidiary) of new shares of such Equity Interests to the extent contributed to Holdings or the Borrower (in each case other than Disqualified Equity Interests, “Refunding Equity Interests”) substantially concurrently with such contribution or sale or issuance; provided that (i) any terms and pay dividends provisions material to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year the interests of the Company Lenders, when taken as long asa whole, contained in such Refunding Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby and (ii) Holdings, the Borrower, and any Restricted Subsidiary may pay Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 6.01) of such Person; 213 #97964454v4 #97964454v11 (v) repurchases of Equity Interests in any Parent Entity (or make Restricted Payments to allow repurchases of Equity Interest in any Parent Entity) deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrants or other incentive interests; (vi) the Borrower may redeem, acquire, retire or repurchase its Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) or make Restricted Payments to allow any of its Parent Entities to so redeem, retire, acquire or repurchase their Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests), in each case, held by current or former officers, managers, consultants, directors, employees, independent contractors or other service providers (or their respective Immediate Family Members) of the Borrower or any Parent Entity thereof and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment or service of, or breach of restrictive covenants by, any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, stock subscription or equity incentive award agreement, employment termination agreement or any other employment agreements or equity holders’ agreement or similar agreement; provided that, the aggregate amount of Restricted Payments permitted by this clause (vi) after the Effective Date, together with the aggregate amount of loans and advances to Holdings (or any other Parent Entity) previously made pursuant to Section 6.04(m) in lieu of Restricted Payments permitted by this clause (vi), shall not exceed (x) during the Suspension Period, $1,000,000 in any fiscal year (and any unused amounts in any fiscal year shall not be permitted to be carried over to succeeding fiscal years), and (y) after the Suspension Period has ended, $10,000,000 in any fiscal year (with unused amounts in any fiscal year being carried over for no more than two succeeding fiscal years), plus all net cash proceeds obtained from any key-man life insurance policies received during such fiscal year (without giving effect to the following proviso) plus all proceeds obtained by the Borrower or any Parent Entity (and contributed to the Borrower) after the Effective Date from the sale of such Equity Interests to other future, current or former officers, managers, consultants, employees, directors and independent contractors (or their respective Immediate Family Members) in connection with any plan or agreement referred to above in this clause (a)(vi); (vii) the Borrower may make Restricted Payments in cash to Holdings or any other Parent Entity: (A) so long as the Borrower is properly treated as a flow-through entity for U.S. federal income tax purposes, to enable Holdings or such Parent Entity to make tax distributions to its direct or indirect equity owners to pay their respective tax liabilities (including estimated payments thereof) attributable to the income of the Borrower and its subsidiaries in any taxable period; provided that such tax liabilities shall be calculated for each taxable year by multiplying (1) the excess of each such equity owner’s allocated share of taxable income over 214 #97964454v4 #97964454v11 taxable losses of the Borrower for such taxable year (or if the Borrower is a disregarded entity, the excess of taxable income over taxable losses of the Borrower that would exist if such excess were calculated assuming that the Borrower is a partnership for U.S. federal income tax purposes), taking into account such losses only to the extent usable against such income, determined taking into account any step-up attributable to a direct or indirect member of the Borrower under section 743(b) or 734(b) of the Code, reduced by any losses, deductions, credits and other attributes of the Borrower (or if the Borrower is a disregarded entity, such losses, deductions, credits or other attributes of the Borrower that would exist if the Borrower is a partnership for U.S. federal income tax purposes) arising from and after the Closing Date to the extent such amounts can be used to offset such taxable income and have not previously been taken into account as an offset hereunder, by (2) the highest combined marginal U.S. federal, state and local tax rate then applicable to a natural person or corporation residing in New York City, New York or San Francisco, California (taking into account the application of the Medicare contribution tax, the character of the taxable income in question, and the alternative minimum tax rules, taking into account the character of income (long-term capital gain, qualified dividend income, etc.) and determined after giving effect to the maximum allowable deduction for state and local income taxes for U.S. federal income tax purposes) for the relevant taxable period; provided further that the amount of any distribution permitted under this subclause (A) shall be reduced by the amount of any income taxes that are paid directly by the Borrower and attributable to such equity owner; provided, further, that to the extent a portion of the net taxable income of the Borrower is attributable to an Unrestricted Subsidiary, the tax distributions with respect to such portion shall be allowed only to the extent actual cash is received by the Borrower or its Restricted Subsidiary from such Unrestricted Subsidiary; (B) the proceeds of which shall be used by such Parent Entity to pay (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting, tax reporting and similar expenses payable to third parties), that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of Holdings (or any other Parent Entity) attributable to the ownership or operations of any Parent Entity, the Borrower and the respective Restricted Subsidiaries, (3) fees and expenses (x) due and payable by the Borrower or any Restricted Subsidiary and (y) otherwise permitted to be paid by the Borrower and the Restricted Subsidiaries under this Agreement; provided that, during the Suspension Period, the aggregate amount of such fees and payments under clauses (x) and (y) shall not exceed $1,000,000 in any fiscal year and (4) payments that would otherwise be permitted to be paid directly by the Borrower or the Restricted Subsidiaries pursuant to Section 6.09(iii), (v) or (x); 215 #97964454v4 #97964454v11 (C) the proceeds of which shall be used by Holdings (or any other Parent Entity) to pay franchise and similar Taxes, and other fees and expenses, required to maintain its organizational existence; (D) the proceeds of which will be applied to make any payments permitted by Section 6.09(vii) and Section 6.09(x); (E) the proceeds of which shall be used by any Parent Entity to finance any Investment that would be permitted to be made by the Borrower or any Restricted Subsidiary pursuant to Section 6.04 other than Section 6.04(m); provided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) such Parent Entity shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or any Restricted Subsidiary (and in no event shall any such contribution increase the Available Equity Amount) or (y) the Person formed or acquired to merge into or consolidate or amalgamate with the Borrower or any Restricted Subsidiary to the extent such merger or consolidation is permitted by Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Section 5.11 and 5.12; (F) the proceeds of which shall be used to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, consultants, independent contractors or employees of Holdings or any other Parent Entity to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries; (G) the proceeds of which shall be used by Holdings (or any other Parent Entity) to pay (i) fees and expenses related to any successful or unsuccessful equity issuance or offering or debt issuance, incurrence or offering, disposition or acquisition, Investment or other transaction permitted by this Agreement and (ii) after the consummation of an IPO described in clause (a) of the definition thereof or issuance of public debt securities, Public Company Costs; and (H) the proceeds of which shall be used for the payment of insurance premiums to the extent attributable to any Parent Entity, the Borrower and their subsidiaries; (viii) after the Suspension Period has ended, in addition to the foregoing Restricted Payments, the Borrower may make additional Restricted Payments to Holdings, in an aggregate amount, not to exceed the sum of (A) after the Suspension Period has ended, the Restricted Payment Amount at such time so long as no Event of Default has occurred and is continuing (or would occur after giving pro forma effect to such action) (for the avoidance of doubt, no Restricted Payment shall be made in reliance 216 #97964454v4 #97964454v11 on this clause (A) during the Suspension Period), plus (B) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Payment (for the avoidance of doubt, no transaction shall be made in reliance on the Available Amount during the Suspension Period); provided that, in the case of this clause (B), (x) no Event of Default has occurred and is continuing (or would result occur after giving pro forma effect to such payment, (Baction) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (Cy) the Fixed Charge Coverage Ratio, determined after giving pro forma effect to such Restricted Payment on a pro forma basis as of the last day of the Test Period most recent fiscal quarter for which recently ended on or prior to such date of such Restricted Payment (measured as of the date such Restricted Payment is made based upon the financial statements most recently delivered (or required to have been delivered) on or should have been delivered prior to such date pursuant to Section 4.01(b) or Section 5.01(a) or (b)), the Total Net Cash Leverage Ratio is less than or equal to (1) during the Suspension Period, 4.00:1.00, and (2) after the Suspension Period has ended, 5.50:1.00, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Payment (for the period avoidance of four consecutive fiscal quarters ending doubt, no Restricted Payment shall be made in reliance on such last day prepared clause (b) of the Available Equity Amount during the Suspension Period) (for the avoidance of doubt, no Restricted Payment shall be made in reliance on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0, this clause (ivviii) provided that no Event during the Suspension Period); (ix) redemptions in whole or in part of Default has occurred and is then continuing, the Company or any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests (and in no event shall such contribution or issuance so utilized increase the Available Equity Amount); provided that such new Equity Interests contain terms and provisions at least as advantageous, taken as a whole, to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (x) payments made or expected to made in respect of withholding or similar Taxes payable by any future, present or former 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 and the vesting of restricted stock and restricted stock units; (xi) the Borrower may make Restricted Subsidiaries Payments to any Parent Entity to enable such Parent Entity to (A) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (B) honor any conversion request by a holder of convertible Indebtedness by delivering or issuing Equity Interests and making cash payments in lieu of fractional shares in connection with any such conversion and may repurchase make required cash interest payments on convertible Indebtedness in accordance with its capital stock terms; (xii) following the consummation of an IPO, and after the Suspension Period has ended, the payment of Restricted Payments to Holdings or any direct Parent Entity of Holdings to fund the payment of regular dividends on such company’s Equity Interests, in an aggregate amount per annum not exceeding $5,000,000 during to exceed 6.0% per annum of the term aggregate amount of this Agreement as long as (A) no Event of Default has occurred and is continuing proceeds from such IPO received by, or would result after giving effect to such repurchasecontributed to, (B) the Borrowers shall have both Aggregate Availability Borrower or any Restricted Subsidiary; provided that, on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day declaration of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary of the Company or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends with respect to its Equity Interests to, the Company or the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total amount of such Restricted Payment shall immediately be distributed to its immediate parent.any

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, Neither the Company nor any Subsidiary will it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) each Loan Party and its Restricted Subsidiaries the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares common Equity Interests of 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 stockthe Company, (ii) Restricted Subsidiaries 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, ratably to the holders of such Equity Interests, (iii) provided that no Event of Default has occurred and is then continuing, the Company may declare and pay dividends to its shareholders in an aggregate amount not exceeding (x) $5,000,000 during any fiscal quarter or (y) $10,000,000 during any fiscal year repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the Company as long as, in each case, (A) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (B) the Borrowers shall have both Aggregate Availability on the date exercise price of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) or Section 5.01(a) or (b), for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0options, (iv) provided that no Event of Default has occurred and is then continuing, the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or any of its Restricted Subsidiaries may repurchase its other securities convertible into or exchangeable for capital stock in an aggregate amount the Company, (v) the Company may make Restricted Payments, not exceeding $5,000,000 during 3,000,000 in the term of this Agreement as long as (A) no Event of Default has occurred and is continuing or would result after giving effect to such repurchaseaggregate for any fiscal year, (B) the Borrowers shall have both Aggregate Availability on the date of such payment and average Aggregate Availability over the prior thirty day period ending on such date (assuming, in each case that such payment was made on the first day of such period) of at least $100,000,000 and (C) the Fixed Charge Coverage Ratio, determined as of the last day of the most recent fiscal quarter for which financial statements have been or should have been delivered pursuant to Section 4.01(b) and in accordance with stock option plans or Section 5.01(a) other benefit plans or (b)agreements for directors, for the period of four consecutive fiscal quarters ending on such last day prepared on a pro forma basis giving effect to such Restricted Payment, is no less than 1.1 to 1.0 and (v) any Restricted Subsidiary that is a direct wholly-owned Subsidiary officers or employees of the Company and the Subsidiaries, (vi) the Company may make cash payments upon conversion of the Convertible Senior Debentures (or that is a direct wholly-owned Subsidiary of a Restricted Subsidiary, may repurchase its Equity Interests from, or pay dividends other convertible securities with respect to its Equity Interests terms substantially similar to, and no less favorable to the Lenders than, those of the Convertible Senior Debentures) into common stock of the Company or in an amount not to exceed the Restricted Subsidiary that owns 100% of its Equity Interests; provided that in the event that any Restricted Payment is made to BCB International, BCB European or any Interim Holdco at any time, the total stated principal amount of the Convertible Senior Debentures (or such Restricted Payment shall immediately be distributed to its immediate parent.other convertible securities) so converted and otherwise in accordance with Section 6.08(b)(vi)(B),