Common use of Limitations on Dividends and Distributions Clause in Contracts

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix), so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix12.1(o)(ix), ; so long as (i) no Default or Event of Default shall have occurred and be continuing or would be caused therebythereby and (ii) the U.S. Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) of this Agreement and Section 8.10(e)(i), (ii)(A) and (ii)(B) of the U.S. Credit Agreement, the U.S. Borrower may make cash distributions or dividends to the Parent which shall be invested in a U.S. Credit Party; and (j) subject to Sections Section 10.10 and 11.1(o)(viii)(ESection 12.1(o)(viii)(E), the U.S. Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii12.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix12.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]the U.S. Borrower may pay cash dividends to holders of its Capital Stock and Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that (i) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (ii) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (iii) on each date that a dividend is declared and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; and (B) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (e) [Intentionally Omitted]the U.S. Borrower may repurchase shares of its Capital Stock in an aggregate amount of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; (B) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; and (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent U.S. Borrower for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix), so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix12.1(o)(ix), ; so long as (i) no Default or Event of Default shall have occurred and be continuing or would be caused therebythereby and (ii) the U.S. Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) of this Agreement and Section 8.10(e)(i), (ii)(A) and (ii)(B) of the U.S. Credit Agreement, the U.S. Borrower may make cash distributions or dividends to the Parent which shall be invested in a U.S. Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E12.1(o)(viii)(E), the U.S. Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii12.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix12.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]the Borrower may pay cash dividends to holders of its Capital Stock and Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that (i) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (ii) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (iii) on each date that a dividend is declared and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; and (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (e) [Intentionally Omitted]the Borrower may repurchase shares of its Capital Stock in an aggregate amount of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; and (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent Borrower for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix), so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix), ; so long as (i) no Default or Event of Default shall have occurred and be continuing or would be caused therebythereby and (ii) the Borrower shall have complied with the requirements set forth in Sections 8.10(e)(i), (ii)(A) and (ii)(B) of this Agreement and Section 8.10(e)(i) of the Canadian Credit Agreement, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix12.1(o)(ix), ; so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a U.S. Credit Party; and (j) subject to Sections Section 10.10 and 11.1(o)(viii)(ESection 12.1(o)(vii)(E), the U.S. Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii12.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix12.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stockcapital stock or other ownership interests; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stockcapital stock or other ownership interests, or make any distribution of cash, property or assets among the holders of shares of its Capital Stockcapital stock or other ownership interests, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stockcapital stock or other ownership interests; (b) the Borrower or any Restricted Subsidiary may make cash dividends or distributions to any Subsidiary Guarantor or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable SubsidiaryBorrower; (c) the Borrower or any Restricted Subsidiary may pay dividends to the holders of its Capital Stock make any distribution (other than payment of dividends to holders of the Exchangeable Shares); provided that whether direct or indirect and whether in the case form of any dividend paid cash, property, securities or otherwise) to shareholders, employees or other permitted distributees under Borrower’s 1996 Omnibus Plan and other benefit or retirement plans maintained and created by a Subsidiary that is not a Wholly-Owned Subsidiarythe Borrower, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiaryits Restricted Subsidiaries and its Affiliates; (d) [Intentionally Omitted]the Borrower and its Subsidiaries may pay the cash consideration payable in the ESSI Merger (including any payments in respect of appraisal rights); (e) [Intentionally Omitted]the Borrower may declare and pay cash dividends to its shareholders in an aggregate amount in any Fiscal Year not to exceed $25,000,000; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated the Borrower may repurchase all or a portion make cash redemption of Permitted Senior Unsecured Convertible Debt to the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchasedextent permitted pursuant to Section 11.10(e)(iv); (g) the Borrower or any Restricted Subsidiary may make dividends and distributions purchase its capital stock or other ownership interests or options in respect of its capital stock or other ownership interests to the Parent extent that such purchase is made with the Net Cash Proceeds of any offering of equity securities of the Borrower; (h) the Borrower or any Restricted Subsidiary may purchase, redeem, retire or otherwise acquire for value any capital stock or other ownership interests of the Borrower or any Restricted Subsidiary held by any current or former officer, director, employee or consultant of the Borrower or any Restricted Subsidiary (or any permitted transferees of such persons) pursuant to pay:any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired capital stock or other ownership interests may not exceed $5,000,000 in any twelve-month period, provided, that the Borrower may carry forward and make in a subsequent twelve-month period, in addition to the amounts permitted for such twelve-month period, the amount of such repurchase, redemptions or other acquisitions or retirements for value permitted to have been made but not made in any preceding twelve-month period up to a maximum of $10,000,000 in any twelve-month period; (i) taxes attributable to the consolidated operations Borrower or any Restricted Subsidiary may make cash payments in lieu of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses issuance of fractional shares in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix), so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Partyany twelve-month period; and (j) subject the repurchase of capital stock or other ownership interests deemed to Sections 10.10 and 11.1(o)(viii)(E), occur upon the Borrower and its Subsidiaries may make cash distributions or dividends exercise of stock options to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution extent such capital stock or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each other ownership interest represents a portion of the covenants set forth in Article IX and Section 11.1(o)(ix)exercise price of those stock options.

Limitations on Dividends and Distributions. Declare No Credit Party will, and no Credit Party will permit any of its Subsidiaries to, declare or pay any dividends upon any of its Capital Stock; Equity Interests, purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital StockEquity Interests, or make any distribution of cash, property or assets among the holders of shares of its Capital StockEquity Interests, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effectstructure; provided that: (a) the Borrower any Credit Party or any Subsidiary may pay dividends in shares units of its own Capital StockEquity Interests; (b) the Borrower or any Subsidiary of a Credit Party may make pay cash distributions or equity repurchases pursuant dividends to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable SubsidiaryCredit Party; (c) any Subsidiary the Parent may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock purchase Equity Interests of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in with an aggregate amount per Fiscal Year not to exceed fifty percent (50%) value of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix)during the term of this Agreement, so long as no Default or Event of Default shall have occurred and be is continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Partywill result therefrom; and (jd) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries Parent may make cash other dividends and distributions or dividends to the Parent to allow holders of its Equity Interests so long as (i) the Parent shall have delivered notice of its intention to make required payments on Indebtedness incurred by each such dividend or distribution to the Administrative Agent at least fourteen (14) days prior to the intended date thereof, (ii) the Parent as permitted pursuant shall have delivered to Section 11.1(o)(viii); provided the Administrative Agent an Officer’s Compliance Certificate (A) demonstrating, in form and substance satisfactory to the Administrative Agent, that the Borrowers shall have maintained Excess Availability of $30,000,000 or more on at least fifty-six (56) of the sixty (60) consecutive days immediately preceding each such dividend or distribution, (B) demonstrating, in form and substance satisfactory to the Administrative Agent, that the Borrowers shall have maintained Excess Availability of $30,000,000 or more on each day during the period of fifty (50) consecutive days immediately preceding each such dividend or distribution (and including the date any on which such dividend or distribution is made) and (C) certifying, in form and substance satisfactory to the Administrative Agent, that the Borrowers expect to maintain Excess Availability of $30,000,000 or more on each day during the period of five (5) consecutive days immediately succeeding each such dividend is paid or distribution, such certification in this Section 12.6(d)(i)(C) representing the good faith estimate in all material respects (utilizing reasonable assumptions) of the financial condition and after giving effect thereto: operations of the Borrowers and their Subsidiaries, (iiii) the Borrowers maintain Excess Availability of $30,000,000 or more on each day during the period of five (5) consecutive days immediately succeeding each such dividend or distribution and (iii) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix)is continuing or will result therefrom.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted](i) the Original U.S. Borrower may pay cash dividends to the Parent to allow the Parent to pay cash dividends to holders of the Parent's Capital Stock and (ii) Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that in each case (A) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (B) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (C) on each date that a dividend is declared and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; and (2) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (ei) [Intentionally Omitted]the U.S. Borrower may pay dividends to the Parent to allow the Parent to repurchase shares of the Parent's Capital Stock, in an aggregate amount for all such repurchases by the U.S. Borrower or dividends paid by the U.S. Borrower of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased or such dividend is paid and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; (B) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix), so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Borrower Company or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make pay cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case dividends to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable SubsidiaryBorrowers; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing continuing, or would result after giving effect therefrom, any Subsidiary of the Company may pay cash dividends to such the Company to permit the Company to make cash dividends or distributions, an additional amount and distributions with respect to shares of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; the common stock of the Company; provided that (i) subject prior to Section 11.1(o)(ix), so long as no Default making any such dividend or Event of Default shall have occurred and be continuing or would be caused therebydistribution, the Borrower may make cash distributions or dividends Company shall deliver an Officer’s Compliance Certificate demonstrating, to the Parent which shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E)reasonable satisfaction of the Administrative Agent, that the Borrower Company and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall will be in pro forma compliance with each of the financial covenants set forth in Article IX after giving pro forma effect to such proposed dividend or distribution, and (ii) the aggregate amount of such dividends and distributions pursuant to this Section 11.1(o)(ix)10.6(c) shall not exceed $15,000,000 during any Fiscal Year of the Company; (d) any Subsidiary of the Company may pay dividends to the Company to permit the Company to purchase the Company’s common stock or common stock options from present or former officers or employees of the Company or any Subsidiary upon the death, disability or termination of employment of such officer or employee; provided, that the aggregate amount of payments under this clause (c) (net of any proceeds received by the Company and contributed to a Subsidiary of the Company in connection with substantially contemporaneous resales of any common stock or common stock options so purchased) shall not exceed $2,000,000; and (e) any Subsidiary of the Company may pay dividends to the Company to (i) pay general and administrative expenses incurred in the ordinary course of business not to exceed $5,000,000 in any fiscal year and (ii) pay any taxes which are due and payable by the Company and the Borrower as part of a consolidated group.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the US Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such therefrom, the US Borrower may declare and pay dividends or distributions, an additional amount in a manner consistent with the past practice of Parent Overhead Expenses the US Borrower in an aggregate amount reasonably determined by the board of directors of the US Borrower; provided that such amount shall not to exceed $10,000,000 per fifty percent (50%) of Net Income for the preceding Fiscal Year; (hc) [Intentionally Omitted]; any Subsidiary may declare and pay dividends of any type (icash or non-cash) subject to Section 11.1(o)(ix), so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall US Borrower or any other Wholly-Owned Subsidiary, provided that if the Subsidiary paying the dividend is a Subsidiary Guarantor then the recipient of the dividend must be invested in a Credit Partyeither the US Borrower or another Subsidiary Guarantor; and (jd) subject to Sections 10.10 and 11.1(o)(viii)(E)the US Borrower may repurchase shares of its Capital Stock, the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect theretoso long as: (i) no Default or Event of Default shall have has occurred and be continuingis continuing at the time of such repurchase or would result therefrom; and (ii) the US Borrower and its Subsidiaries shall be in have demonstrated to the Administrative Agent that the Average Total Leverage Ratio (as of the date of the proposed share repurchase, based on the most recent financial statements delivered to the Administrative Agent pursuant to Section 8.1, and, on a pro forma compliance with each of the covenants set forth basis, after giving effect to such share repurchase and any Indebtedness incurred in Article IX and Section 11.1(o)(ix)connection therewith) is less than 3.00 to 1.00.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital StockStock or other equity interests; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, Stock or other equity interests; return capital of the Borrowers to the Parent; or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, Stock or make other payments or distributions to any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Borrower Affiliate of any Credit Party or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plansSubsidiaries, in each case with respect to its Capital Stock or in its capacity as holder of Capital Stock; provided that (a) each Credit Party may make dividends payable solely in the same class of Capital Stock of such Person, (b) each Credit Party may make dividends or other distributions payable to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; Borrowers and (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing nor would occur as a result thereof (i) the Borrowers may make payments to the Parent to pay (A) corporate overhead or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses administrative costs in an aggregate amount not to exceed $10,000,000 per Fiscal Year; 150,000 during any fiscal year and (hB) [Intentionally Omitted]; amounts necessary to pay liquidated damages payable by the Parent as a result of a Registration Default (i) subject to Section 11.1(o)(ix), so long as no Default or Event defined in the Warrant Registration Rights Agreement dated as of Default shall have occurred the Closing Date among the Parent and be continuing or would be caused therebythe initial purchasers named therein and the Note Registration Rights Agreement dated as of the Closing Date among the Parent, the Borrower subsidiary guarantors named therein and the initial purchasers named therein) such amounts not to exceed $1,000,000 in the aggregate, (ii) a Credit Party may repurchase shares of its Capital Stock pursuant to the exercise of rights of first refusal granted in connection with a proposed sale of such Capital Stock by an option-holder who has exercised stock options pursuant to an option plan approved by the board of directors of such Credit Party in an aggregate amount not to exceed $3,000,000 during any fiscal year, (iii) a Credit Party may make cash distributions or dividends payments as required pursuant to the Parent which shall be invested contracts set forth on Schedule 9.9 as in a Credit Party; and effect on the Closing Date and in the amounts stated on such Schedule, (jiv) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries Borrowers may make cash distributions or dividends to the Parent to allow make regularly scheduled payments of interest on Permitted Parent Debt; provided, however, that no such distributions shall be permitted hereunder with respect to interest obligations relating to the Parent Indebtedness referred to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and in clause (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth definition of Permitted Parent Debt Documents until the depletion in full of all amounts deposited in the Interest Escrow Account in respect of such Indebtedness, (v) the Company may dividend or distribute shares of Horizon Telcom, Inc. that it owns to the Parent and the Parent may dividend or distribute such shares of Horizon Telcom, Inc. to its shareholders and (vi) at any time prior to April 30, 2001, the Parent may redeem its Series A-1 Convertible Preferred Capital Stock in an aggregate amount not to exceed $86,000,000 pursuant to Article IX 4, Subpart C, Subsection F(2)(i) of the Parent's Amended and Section 11.1(o)(ix)Restated Articles of Incorporation with proceeds of an initial public offering of the Parent's Capital Stock in an aggregate amount yielding proceeds of not less than $86,000,000 in the aggregate.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted](i) the Original U.S. Borrower may pay cash dividends to the Parent to allow the Parent to pay cash dividends to holders of the Parent’s Capital Stock and (ii) Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that in each case (A) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (B) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (C) on each date that a dividend is declared and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; and (2) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (ei) [Intentionally Omitted]the U.S. Borrower may pay dividends to the Parent to allow the Parent to repurchase shares of the Parent’s Capital Stock, in an aggregate amount for all such repurchases by the U.S. Borrower or dividends paid by the U.S. Borrower of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased or such dividend is paid and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; (B) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix), so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted](i) the Original Borrower may pay cash dividends to the Parent to allow the Parent to pay cash dividends to holders of the Parent's Capital Stock and (ii) Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that in each case (A) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (B) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (C) on each date that a dividend is declared and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; and (2) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (e) [Intentionally Omitted]the Borrower may pay dividends to the Parent to allow the Parent to repurchase shares of the Parent's Capital Stock, in an aggregate amount for all such repurchases by the Borrower or dividends paid by the Borrower of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased or such dividend is paid and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]the Original Borrower may pay a one-time dividend to the Parent of all or (if the remaining portion is transferred to the Parent pursuant to Section 10.5(i)) any portion of the issued and outstanding shares of the Capital Stock of Newco held by the Original Borrower in connection with the Newco Transactions; (i) subject to Section 11.1(o)(ix), ; so long as (i) no Default or Event of Default shall have occurred and be continuing or would be caused therebythereby and (ii) the Borrower shall have complied with the requirements set forth in Sections 8.10(e)(i) and (ii)(A) of this Agreement and Section 8.10(e)(i) of the Canadian Credit Agreement, the Borrower may make cash distributions or dividends to the Parent which (including, without limitation, with all or a portion of the proceeds of Indebtedness incurred pursuant to Section 10.1(m)) which, unless otherwise permitted pursuant to Section 8.12(c) or (d), shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have (collectively, a Material Adverse Effect“Restricted Payment”); provided that: (a) the Borrower Holdings or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay cash dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by Borrower or a Subsidiary of Borrower that is not a Wholly-Owned SubsidiaryCredit Party and, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred or is continuing, to other equity holders of such Subsidiary on a pro rata basis; (c) so long as no Event of Default exists, Borrower may (i) make payments in an amount not to exceed in any Fiscal Year the lesser of 2.5% of Borrower’s Consolidated EBITDA for such Fiscal Year and is continuing $3,000,000 for Management Fees to the Sponsor and (ii) reimburse the reasonable out-of-pocket reasonable expenses of Sponsor incurred in connection with providing or would result after giving effect obtaining management, consulting, monitoring, financial advisory, accounting or other services to or for the benefit of the Credit Parties; (d) Borrower may make payments to Holdings, and Holdings may make payments to any direct or indirect parent of Holdings, to pay franchise taxes, directors fees and reasonable accounting, legal and administrative expenses of Holdings and such dividends or distributionsparents when due, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 1,000,000 per Fiscal Yearannum; (e) for so long as Borrower is a member of a group filing a consolidated or combined tax return with Holdings or any direct or indirect parent of Holdings, Borrower may make payments to Holdings and Holdings may make payments to such Person in respect of an allocable portion of the tax liabilities of such group that is attributable to Holdings, Borrower or their Subsidiaries (limited, in the case of Holdings, to taxes attributable to its ownership of Borrower) (“Tax Payments”). The Tax Payments shall not exceed the lesser of (i) the amount of the relevant tax (including any penalties and interest) that Borrower would owe if Borrower were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of Borrower and such Subsidiaries from other taxable years and (ii) the net amount of the relevant tax that Holdings or such Person actually owes to the appropriate taxing authority. Any Tax Payments received from Borrower shall be paid over to the appropriate taxing authority within 30 days of Holdings’ or any direct or indirect parent of Holdings’ receipt of such Tax Payments or refunded to Borrower; (f) if no Event of Default shall exist or would occur after giving effect thereto, Borrower may repurchase, redeem, or otherwise acquire for value any Capital Stock of Borrower, and Borrower may make distributions, loans and advances to Holdings and Holdings may make distributions, loans and advances to any direct or indirect parent to enable the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of Holdings, or any direct or indirect parent of Holdings, in each case, held by any current or former officer, director, consultant or employee of Holdings or any of its Subsidiaries (or Heirs or other permitted transferees thereof); provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock may not exceed $1,000,000 in any calendar year; provided, further, that Borrower may carry over and make in subsequent calendar years, in addition to the amounts permitted for such calendar year, the amount of such purchases, redemptions or other acquisitions or retirements for value permitted to have been made but not made in any preceding calendar year up to a maximum of $2,000,000 in any calendar year; provided, further, that such amount in any calendar year may be increased by an amount not to exceed (1) the net cash proceeds from the sale of Capital Stock of Borrower (or Holdings or any direct or indirect parent of Holdings to the extent such net cash proceeds are contributed to the common equity of Holdings) to employees, officers, directors or consultants of Holdings and its Subsidiaries that occurs after the Effective Date (to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments) plus (2) the cash proceeds of key man life insurance policies received by Holdings and its Subsidiaries after the Effective Date less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (f); provided, further, that cancellation of Indebtedness owing to Holdings or any of its Subsidiaries from employees, officers, directors and consultants of Holdings or any of its Subsidiaries in connection with the repurchase of Capital Stock of Borrower, Holdings or any direct or indirect parent from such Persons will not be deemed to constitute a Restricted Payment for purposes of this Section. (g) there shall be permitted hereunder (i) the repurchase of Capital Stock deemed to occur upon the exercise of options, warrants or other convertible securities to the extent such Capital Stock represent a portion of the exercise price of those options, warrants or other convertible securities and (ii) cash payments in lieu of the issuance of fractional shares in connection with the exercise of options, warrants, or other convertible securities; (h) [Intentionally Omitted]the purchase, redemption, acquisition, cancellation or other retirement for value of Capital Stock of any Credit Party to the extent necessary, in the good faith judgment of the board of directors of Borrower, to prevent the loss or secure the renewal or reinstatement of any license, permit or eligibility held by any Credit Party under any applicable law or governmental regulation or the policies of any governmental authority or other regulatory body in an aggregate amount not to exceed $250,000; (i) subject Holdings and Borrower may make payments in connection with or as a result of the Acquisition to the extent contemplated by the Acquisition Documents. (j) the redemption, repurchase or other acquisition for value of any Capital Stock of any Foreign Subsidiary that is held by any Person that is not an Affiliate of Borrower to the extent required by applicable laws, rules or regulations; provided that the amount of any such redemptions, repurchases or other acquisitions shall not exceed $5,000,000 during the term of this Agreement; (k) Holdings and Borrower may make Restricted Payments in exchange for, or out of the net proceeds of the substantially concurrent sale (other than to a Subsidiary) of, Qualified Capital Stock (other than any Permitted Cure Securities), to the extent such proceeds are not required to be applied to the prepayment of Loans in accordance with this Agreement and, in the case of any Restricted Payment made by Borrower pursuant to this Section 11.1(o)(ix11.6(k), so long as no Default or Event Borrower’s Consolidated Leverage Ratio is less than 4.0:1.0 on the last day of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Partymost recently ended Fiscal Quarter; and (jl) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower additional payments by Holdings and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as not otherwise permitted pursuant to this Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix)an aggregate amount outstanding not to exceed $7,500,000.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) a. the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) b. so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may declare and pay quarterly dividends in a manner consistent with the past practice of the Borrower in amounts reasonably determined by the board of directors of the Borrower; provided that the Borrower may declare and pay such quarterly dividends so long as (i) the amount per share of such dividends is not greater than the most recently publicly announced amount of dividends per share and (ii) the Borrower and its Subsidiaries shall have demonstrated to the Lender that, immediately before and after giving effect to such dividends or distributionsand any Indebtedness incurred in connection therewith on a Pro Forma Basis, an additional amount of Parent Overhead Expenses in an aggregate amount not the Average Total Leverage Ratio (based on the most recent financial statements delivered to exceed $10,000,000 per Fiscal Yearthe Lender pursuant to Section 6.01) is less than 3.25 to 1.00; c. any Subsidiary may declare and pay dividends of any type (hcash or non-cash) [Intentionally Omitted];to the Borrower or any other Wholly-Owned Subsidiary, provided that if the Subsidiary paying the dividend is a Guarantor or a Revolving Subsidiary Borrower then the recipient of the dividend must be either the Borrower or another Guarantor; and (i) subject to Section 11.1(o)(ix)d. the Borrower may repurchase shares of its Capital Stock, so long as as: i. no Default or Event of Default shall have has occurred and be is continuing at the time of such repurchase or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Partyresult therefrom; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), ii. the Borrower and its Subsidiaries may make cash distributions or dividends shall have demonstrated to the Parent Lender that the Average Total Leverage Ratio (as of the date of the proposed share repurchase, based on the most recent financial statements delivered to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted Lender pursuant to Section 11.1(o)(viii); provided that 6.01, and, on each date any distribution or dividend is paid and a Pro Forma Basis, after giving effect thereto: (ito such share repurchase and any Indebtedness incurred in connection therewith) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix)is less than 3.25 to 1.00.

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted](i) the Original Borrower may pay cash dividends to the Parent to allow the Parent to pay cash dividends to holders of the Parent’s Capital Stock and (ii) Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that in each case (A) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (B) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (C) on each date that a dividend is declared and after giving effect thereto: (1) no Default or Event of Default shall have occurred and be continuing; and (2) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (e) [Intentionally Omitted]the Borrower may pay dividends to the Parent to allow the Parent to repurchase shares of the Parent’s Capital Stock, in an aggregate amount for all such repurchases by the Borrower or dividends paid by the Borrower of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased or such dividend is paid and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]the Original Borrower may pay a one-time dividend to the Parent of all or (if the remaining portion is transferred to the Parent pursuant to Section 10.5(i)) any portion of the issued and outstanding shares of the Capital Stock of Newco held by the Original Borrower in connection with the Newco Transactions; (i) subject to Section 11.1(o)(ix), ; so long as (i) no Default or Event of Default shall have occurred and be continuing or would be caused therebythereby and (ii) the Borrower shall have complied with the requirements set forth in Sections 8.10(e)(i) and (ii)(A) of this Agreement and Section 8.10(e)(i) of the Canadian Credit Agreement, the Borrower may make cash distributions or dividends to the Parent which (including, without limitation, with all or a portion of the proceeds of Indebtedness incurred pursuant to Section 10.1(m)) which, unless otherwise permitted pursuant to Section 8.12(c) or (d), shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that, except as to clause (d), so long as no Default or Event of Default has occurred and is continuing or would result from the following: (a) the Canadian Borrower or any Restricted Subsidiary may pay dividends in shares of its own Capital Stock; (b) any Restricted Subsidiary may pay dividends to, or redeem shares of its Capital Stock owned by, (i) any Full Credit Party or (ii) any Restricted Subsidiary that is not a Full Credit Party (provided that such Restricted Subsidiary must distribute such amount to a Full Credit Party to the extent provided for in Section 11.13); (c) any Subsidiary which is not a Wholly-Owned Subsidiary (including the Mexican Borrower) may pay cash dividends to, or redeem shares of its Capital Stock owned by, in each case on a ratable basis, (i) any Full Credit Party, (ii) any Restricted Subsidiary that is not a Full Credit Party (provided that such Restricted Subsidiary must distribute such amount to a Full Credit Party to the extent provided for in Section 11.13) and (iii) its other owners; (d) any Borrower or any Restricted Subsidiary thereof may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the a Borrower or of the applicable Restricted Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]any Borrower or Restricted Subsidiary may make dividends or distributions, or purchase, redeem, retire or otherwise acquire its Capital Stock pursuant to (i) a disposition permitted by Section 11.5 or (ii) any Permitted Acquisition; (f) Bowater Canada, Inc. or Bowater the Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make declare and pay dividends and distributions to its shareholders in an aggregate amount in any fiscal quarter not to exceed the Parent to payfollowing: (i) taxes attributable to if the consolidated operations Total Leverage Ratio as of the Borrower and its Subsidiaries;last day of the preceding fiscal quarter is greater than or equal to 2.00 to 1.00, an amount equal to twenty-five percent (25%) of Net Income for the immediately preceding fiscal quarter; or (ii) if the Parent Overhead Expenses in Total Leverage Ratio as of the last day of the preceding fiscal quarter is less than 2.00 to 1.00, an aggregate amount per Fiscal Year not equal to exceed fifty percent (50%) of Net Income for the aggregate amount of Parent Overhead Expenses during such Fiscal Yearimmediately preceding fiscal quarter; and (iiig) so long as no Default the Canadian Borrower or Event any of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses its Restricted Subsidiaries may repurchase its Capital Stock in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix), so long as no Default or Event 50,000,000 during the term of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix)this Agreement.