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 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) Holdings may declare and pay distributions with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests.

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

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Other than as specified in the first sentence of Section 5.11, neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional common Equity Interests, and, with respect to shares of its preferred Equity Interests, payable solely in additional preferred or common Equity Interestscapital stock, (ii) the US Borrower Subsidiaries may declare and pay dividends ratably with respect to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)their capital stock, (iii) so long as no Default has occurred which is continuing, Holdings may declare make Restricted Payments, not exceeding $2,000,000 during any fiscal year, pursuant to and pay partnership distributions in accordance with its partnership agreement from dividends paid stock option plans or other benefit plans for directors, management or employees of Holdings, the Borrower and the Subsidiaries, including the redemption or purchase of capital stock of Holdings held by former directors, management or employees of Holdings, the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) Borrower or any Subsidiary following termination of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodtheir employment, (iv) the US Borrower may pay dividends to Holdings so long asat such times and in such amounts, not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to discharge its permitted liabilities and (v) the Borrower and the Joint Venture Holding Companies may make Restricted Payments to Holdings at such times and in such amounts (but not prior to the fifth anniversary of the date of issuance of the Cumulative Preferred Stock) as shall be necessary to enable Holdings, after such fifth anniversary, to pay dividends in cash on such Cumulative Preferred Stock as and when declared and payable, provided that, at the time of each Restricted Payment made in reliance upon this clause (v) and after giving pro forma effect to such payment, the Leverage Ratio shall not exceed 1.50 to 1.00, (Avi) no Default has occurred which is continuingHoldings, the Borrower and the Subsidiaries may make Restricted Payments as and to the extent contemplated by the Recapitalization Agreement and (Bvii) immediately Holdings may make Restricted Payments on account of the purchase, redemption or repurchase of the Cumulative Preferred Stock with the net proceeds of a substantially concurrent IPO, provided that, after giving effect to such paymentpurchase, US Availability is not less than $15,000,000redemption or repurchase, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has or Event of Default shall have occurred which is and be continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests.

Restricted Payments; Certain Payments of Indebtedness. (ai) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted 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 (iA) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests (other than Disqualified Stock) of the Borrower, and, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its preferred Equity Interest, or make other Restricted Payments in respect of its Equity Interests, payable solely in additional preferred 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), (C) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or common other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may repurchase Equity InterestsInterests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales the withholding of a portion of the Equity Interests so purchased) shall not exceed $2,000,000granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (BE) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the ordinary course Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the operation of Holdings business (which operation shall be in compliance with Section 6.03)Borrower, (iiiF) so long as no Default has occurred which and is continuing, Holdings the Borrower may declare and pay partnership distributions make Restricted Payments in accordance with its partnership agreement from an aggregate amount not to exceed $80,000,000 in any fiscal year in respect of dividends paid by on the US Borrower’s common stock, UK Borrower, Pipe and EMCayman in compliance with clauses (ivG) and (v) of this Section 6.08(a), so long as, (A) as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or is advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such distribution, Restricted Payment and any related transaction on a pro forma basis the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) calculated as of the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for last day of the fiscal quarter of the Borrower then most recently completed Fixed Charge Coverage Calculation Period assuming that ended for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends which financial statements have been delivered pursuant to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsSection 7.01(a).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither the Parent nor the Borrower will, nor will it they permit any 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) Holdings the Parent may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common shares of its Equity InterestsInterests permitted hereunder, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred Equity Interests, payable solely in additional preferred or common ratably to the holders of such Equity Interests, (iiiii) the US Borrower Parent may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ repurchase its Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination exercise of employment stock options if such Equity Interests represent a portion of the exercise price of such directoroptions, officer or employee, provided, that (iv) the aggregate amount Parent may make cash payments in lieu of payments under this clause (A) subsequent to the Closing Date (net issuance of any proceeds received by Holdings and contributed to fractional shares representing insignificant interests in the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date Parent in connection with resales the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests so purchased) shall not exceed $2,000,000in the Parent, (Bv) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred 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 operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (vforegoing) of this Section 6.08(a)the Parent or any of its Subsidiaries pursuant to any employee, so long asmanagement or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, (A) no Default has occurred director, officer or is continuing consultant of the Parent or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; any Subsidiary and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably make Restricted Payments to the holders Parent the proceeds of their Equity Interestswhich shall be used to pay customary salary, bonus and other benefits payable to officers.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Parent Borrower will not, nor and will it not permit any 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) Holdings the Parent Borrower may declare and pay distributions dividends with respect to its common Equity Interests or preferred stock payable solely in additional shares of its common Equity Interestsor preferred stock, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsrespectively, (ii) the US Borrower Subsidiaries may declare and pay dividends ratably with respect to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)their capital stock, (iii) so long as no Default has occurred which is continuingthe Parent Borrower may make Restricted Payments, Holdings may declare not exceeding $1,000,000 during any fiscal year, pursuant to and pay partnership distributions in accordance with its partnership agreement from dividends paid by stock option plans or other benefit plans for management or employees of the US Borrower, UK Borrower, Pipe Parent Borrower and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodSubsidiaries, (iv) the US Parent Borrower may pay dividends to Holdings so long asrepurchase capital stock of the Parent Borrower owned by former employees of the Parent Borrower and the Subsidiaries or their assigns, estates and heirs, at a price not in excess of fair market value determined in good faith by the Board of Directors of the Parent Borrower, in an aggregate amount during any fiscal year of the Parent Borrower not in excess of the sum of (A) no Default has occurred which is continuing, and $1,000,000 plus (B) immediately after giving effect the Net Proceeds received by the Parent Borrower during such fiscal year from the issuance of its capital stock to such payment, US Availability is not less than $15,000,000employees of the Parent Borrower and the Subsidiaries, (v) the UK Parent Borrower may pay dividends repurchase shares of its capital stock from stockholders who were stockholders of the Parent Borrower immediately prior to Pipe the Recapitalization, at a price not in excess of fair market value determined in good faith by the Board of Directors of the Parent Borrower, in an aggregate amount not in excess of $1,000,000 during any fiscal year of the Parent Borrower, (which vi) upon the occurrence of an IPO (as defined in turn the Restated Certificate of Incorporation as in effect on the Effective Date), the Parent Borrower may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and redeem all or a portion of the Series A-1 Preferred Stock in accordance with Section 3B of the Restated Certificate of Incorporation as in effect on the Effective Date for an aggregate redemption price not in excess of the Net Proceeds received by the Parent Borrower from such IPO (as defined in the Restated Certificate of Incorporation as in effect on the Effective Date) or (B) immediately after giving convert all or a portion of the Preferred Stock into common stock of the Parent Borrower in accordance with Section 3C of the Restated Certificate of Incorporation as in effect on the 83 Effective Date, (vii) to such paymentthe extent permitted by Section 6.01(a)(x), UK Availability is not less than $15,000,000; the Parent Borrower may exchange, in accordance with Section 4 of Article II of the Restated Certificate of Incorporation as in effect on the Effective Date, the Series A-1 Preferred Stock for the Junior Subordinated Exchange Notes and (viviii) Subsidiaries in connection with the exercise of any warrants for common stock of the US Parent Borrower and UK issued pursuant to the Warrant Agreement (as defined in the Subordinated Note Purchase Agreement), the Parent Borrower may pay dividends ratably to accept any such warrants surrendered by the holders of their Equity Interestsholder thereof as partial payment for the aggregate exercise price for all such warrants being exercised by such holder in connection with such surrender.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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) Holdings may declare and pay distributions with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends to HoldingsHoldings (which dividends may be paid to Holdings through a series of dividends in a like amount first paid to any Loan Party (other than a UK Loan Party, Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the US Borrower), and the UK Borrower may pay dividends to Pipe Holdings (which dividends may in turn pay be paid to Holdings through a series of dividends in a like amount first paid to EMCayman any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which may in turn pay dividends in is a like amount to Holdingsdirect or indirect parent of the UK Borrower)) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower (indirectly, through one or more Intercos) and the UK Borrower (indirectly, through Pipe and EMCaymanone or more Intercos or any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the UK Borrower), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses expenses, incurred in the ordinary course of the operation of Holdings Holdings’ and/or any Interco’s business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement organizational documents from dividends paid directly or indirectly by the US Borrower, UK Borrower, Pipe UAE Borrower, Singapore Borrower and EMCayman any other direct or indirect parent of the US Borrower and the UK Borrower or any other Subsidiary of Holdings (other than the US Borrower, UK Borrower, UAE Borrower, Singapore Borrower or any of their Subsidiaries) in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, as (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, ; (iv) the US Borrower may pay dividends to Holdings or any Loan Party (other than a UK Loan Party, Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the US Borrower (which dividends may be paid to such Person through a series of dividends in a like amount first paid to any Loan Party (other than a UK Loan Party, Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the US Borrower) so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe Holdings or any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which is a direct or indirect parent of the UK Borrower (which in turn dividends may pay be paid to such Person through a series of dividends in a like amount first paid to EMCayman any Loan Party (other than a Canadian Loan Party, UAE Loan Party or Singapore Loan Party) which in turn may pay dividends in is a like amount to Holdingsdirect or indirect parent of the US Borrower) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower, UK Borrower, UAE Borrower and UK Singapore Borrower may pay dividends ratably to the holders of their Equity Interests in accordance with the respective terms of such Equity Interests; (vii) any Loan Party which is a direct or indirect parent of the US Borrower or the UK Borrower or any other Subsidiary of Holdings (other than the US Borrower, UK Borrower, UAE Borrower, Singapore Borrower or any of their Subsidiaries) may pay dividends to the holders of their Equity Interests in accordance with the respective terms of such Equity Interests; and (viii) upon the completion of the transfer contemplated by clause (iii) of the definition of Restructuring (as defined in the Fourth Amendment), the UAE Borrower and the Singapore Borrower may pay dividends to any direct or indirect parent of the UAE Borrower and Singapore Borrower (which dividends may be paid through a series of dividends in a like amount first paid to any other direct or indirect parent of the UAE Borrower and the Singapore Borrower) to permit such direct or indirect parent of the UAE Borrower or the Singapore Borrower to fund the payment of its pro rata share of EMCayman’s scheduled interest and principal payments and applicable mandatory prepayments then due and owing under the Term Loans; provided, that (1) the aggregate amount of all such payments and prepayments made by the Singapore Borrower shall not exceed $5,000,000 during any consecutive twelve month period and (2) the aggregate amount of all such payments and prepayments made by the UAE Borrower shall not exceed $5,000,000 during any consecutive twelve month period.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests or preferred stock payable solely in additional shares of its common Equity Interests, and, with respect to its or preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) any Subsidiary may make Restricted Payments to the US Borrower Borrower, any Subsidiary that is a Loan Party may pay dividends make Restricted Payments to Holdingsany other Subsidiary that is a Loan Party, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in any Subsidiary that is not a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent may make Restricted Payments to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)Subsidiary, (iii) the Borrower may make distributions to Holdings for payment of reasonable out-of-pocket operating and administrative costs and expenses payable by Holdings, the Manager or the Borrower, as the case may be, and incurred primarily in connection with the business of the Borrower, so long as no Default has shall have occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would occur as a result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodthereof, (iv) the US Borrower may pay dividends make distributions to Holdings so long asin an amount necessary to enable Holdings to pay when due, its actual federal, state and local income Taxes directly attributable to (Aor arising as a result of) no Default has occurred which is continuingthe operations of the Borrower, the Manager and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000their Subsidiaries that are due and payable by Holdings as the parent of a consolidated group, (v) the UK Borrower [intentionally omitted], (vi) Potbelly Franchising may declare and pay cash dividends to Pipe (which in turn may pay Holdings to permit Holdings to invest such cash dividends in a like amount the Borrower; provided that, in each such case, Holdings actually and promptly uses such dividends for such investments, (vii) each Loan Party may purchase, redeem or otherwise acquire its common or preferred Equity Interests with the proceeds received from the substantially concurrent issuance of new common or preferred Equity Interests or where the consideration is the cancellation of Indebtedness owed to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuingany Loan Party, and (Bviii) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower Permitted J/Vs may pay dividends ratably make Restricted Payments to the holders of their Equity Interests.Interests so long as such Restricted Payments are made on a pro rata basis to all such holders in accordance with their respective Equity Interests in such Permitted J/V.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit None of the Borrower or any Subsidiary to, will declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) Holdings the Borrower may declare and pay distributions make any Restricted Payments with respect to its common Equity Interests payable solely in additional common Equity Interests permitted hereunder, (ii) any Subsidiary may declare and make any Restricted Payments in respect of its Equity Interests, and, with respect in each case ratably to its preferred Equity Interests, payable solely in additional preferred or common the holders of such Equity Interests, (iiiii) the US Borrower may pay dividends redeem in whole or in part any of its Qualified Equity Interests in exchange for another class of Qualified Equity Interests or rights to Holdingsacquire its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Equity Interests; provided that the terms and provisions material to the interests of the Lenders, and when taken as a whole, contained in such other class of Qualified Equity Interests are at least as favorable to the UK Lenders as those contained in the Qualified Equity Interests redeemed thereby, (iv) the Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ repurchase Equity Interests from present upon the exercise of stock options or warrants if such Equity Interests represent all or a portion of the exercise price of such options or warrants, (v) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower, (vi) so long as no Default or Event of Default has occurred, is continuing or would result therefrom, the Borrower may redeem, acquire, retire or repurchase (including through the issuance of promissory notes by the Borrower or any other Loan Party pursuant to Section 6.01(xvi)) its Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) held by current or former directorsofficers, officers managers, consultants, directors and employees (or employees their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of any Loan Party or the Borrower and its Subsidiaries upon the death, disability disability, retirement or termination of employment of any such directorPerson or otherwise in accordance with any stock option or stock appreciation or similar rights plan, officer any management, director and/or employee stock ownership or employeeincentive plan, providedstock subscription plan, that employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, except with respect to non-discretionary repurchases, acquisitions, retirements or redemptions pursuant to the terms of any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreement or equity holders’ agreement, the aggregate amount of all cash and Permitted Investments paid in respect of all such Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (w) $3,000,000 plus (x) all Net Proceeds obtained by the Borrower during such calendar year from the sale of such Equity Interests to other present or former officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements (that are not treated as Qualifying Equity Proceeds) plus (y) the then available Qualifying Equity Proceeds plus (z) all net cash proceeds obtained from any key-man life insurance policies received during such calendar year, (vii) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager or consultant (or their respective Affiliates, estates or immediate family members) in connection with the exercise of stock options and the vesting of restricted stock and may redeem, acquire, retire or repurchase (including through deemed repurchases) its Equity Interests from such Persons; provided that all payments made under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchasedvii) shall not exceed $2,000,0007,500,000 in any calendar year, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iiiviii) so long as no Default has shall have occurred which is and be continuing, Holdings may declare and pay partnership distributions any Restricted Payment in accordance with its partnership agreement from dividends paid by an amount not in excess of the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) sum of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, Available Amount and (B) the amount of Qualifying Equity Proceeds, in each case, immediately after giving effect prior to making such payment, US Availability is not less than $15,000,000, Restricted Payment in reliance on this clause (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsviii).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common Equity Interestsstock, and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iii) subject to Section 2.11(c), the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issuance of new common Equity Interests, (iiiv) the US Borrower and any of its Subsidiaries may pay dividends make dividends, distributions or payments with respect to Holdings, and the UK Borrower may pay dividends awards granted to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present current or former directorsemployees, officers directors or employees independent contractors of any Loan Party or any of its Subsidiaries upon the deathAffiliates; provided that, disability no such dividends, distributions or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under shall be made in cash pursuant to this clause (Aiv) subsequent unless (x) both immediately prior to the Closing Date and after giving effect (net including pro forma effect) thereto, no Default or Event of any proceeds received by Holdings Default shall occurred and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; be continuing and (Cy) pay corporate overhead expenses such dividends, distributions and other expenses incurred in the ordinary course of the operation of Holdings business (which operation payments shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions made in accordance with its partnership agreement the Borrower’s 2014 Equity and Incentive Compensation Plan, effective as of June 15, 2014 (as amended, restated or otherwise modified from dividends paid by time to time, except to the US Borrowerextent any such amendment, UK Borrower, Pipe and EMCayman in compliance with clauses (ivrestatement or modification would be materially adverse to the Lenders) and (v) of the Borrower and each Subsidiary may make other Restricted Payments not otherwise permitted under this Section 6.08(a), so long asas the Payment Condition shall be satisfied with respect to such Restricted Payment. Notwithstanding the foregoing, and for the avoidance of doubt, (Ai) no Default has occurred the conversion by holders of (including any cash payment upon conversion), or is continuing required payment of any principal or would result after giving effect premium on, or required payment of any interest with respect to, any Permitted Convertible Notes, in each case, in accordance with the terms of the indenture governing such Permitted Convertible Notes, shall not constitute a Restricted Payment; provided that, to the extent both (a) the aggregate amount of cash payable upon conversion or payment of any Permitted Convertible Note (excluding any required payment of interest with respect to such distribution, Permitted Convertible Note and excluding any payment of cash in lieu of a fractional share due upon conversion thereof) exceeds the aggregate principal amount thereof and (Bb) immediately after giving effect such conversion or payment does not trigger or correspond to an exercise or early unwind or settlement of a corresponding portion of the Bond Hedge Transactions constituting Permitted Call Spread Swap Agreements relating to such distribution Aggregate Availability Permitted Convertible Note (including, for the avoidance of doubt, the case where there is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect no Bond Hedge Transaction constituting a Permitted Call Spread Swap Agreement relating to such distribution) would not be less than 1.10 to 1 for Permitted Convertible Note), the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day payment of such period, excess cash (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to any such payment, US Availability a “Cash Excess Payment”) shall constitute a Restricted Payment notwithstanding this clause (i); and (ii) any required payment with respect to, or required early unwind or settlement of, any Permitted Call Spread Swap Agreement, in each case, in accordance with the terms of the agreement governing such Permitted Call Spread Swap Agreement shall not constitute a Restricted Payment; provided that, to the extent cash is not less than $15,000,000required to be paid under a Warrant Transaction as a result of the election of “cash settlement” (or substantially equivalent term) as the “settlement method” (or substantially equivalent term) thereunder by the Borrower (or its Affiliate) (including in connection with the exercise and/or early unwind or settlement thereof), the payment of such cash (vany such payment, a “Cash Settlement Payment”) shall constitute a Restricted Payment notwithstanding this clause (ii). Notwithstanding the UK foregoing, the Borrower may pay dividends to Pipe (which make Restricted Payments in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) respect of Cash Excess Payments and/or Cash Settlement Payments so long as the Payment Condition shall be satisfied with respect thereto. Notwithstanding the foregoing, the Borrower may repurchase, exchange or induce the conversion of Permitted Convertible Notes by delivery of shares of the Borrower’s common stock and/or a different series of Permitted Convertible Notes (Awhich series (x) no Default has occurred which is continuingmatures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the indenture governing the Permitted Convertible Notes that are so repurchased, exchanged or converted and (By) has terms, conditions and covenants that are no less favorable to the Borrower than the Permitted Convertible Notes that are so repurchased, exchanged or converted (as determined by the board of directors of the Borrower, or a committee thereof, in good faith)) (any such series of Permitted Convertible Notes, “Refinancing Convertible Notes”) and/or by payment of cash (in an amount that does not exceed the proceeds received by the Borrower from the substantially concurrent issuance of shares of the Borrower’s common stock and/or a Refinancing Convertible Notes plus the net cash proceeds, if any, received by the Borrower pursuant to the related exercise or early unwind or termination of the related Permitted Call Spread Swap Agreements pursuant to the immediately after giving effect following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, the Borrower shall (and, for the avoidance of doubt, shall be permitted under this Section 6.08(a) to) exercise or unwind or terminate early (whether in cash, shares or any combination thereof) the portion of the Permitted Call Spread Swap Agreements, if any, corresponding to such paymentPermitted Convertible Notes that are so repurchased, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsexchanged or converted.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings may declare and pay dividends or distributions with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests of Holdings, and, (ii) Subsidiaries of the Borrower may declare and pay dividends or distributions ratably with respect to its preferred Equity Interests, payable solely in additional preferred or common their Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as provided no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) or Event of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result therefrom, Holdings and the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings, the Borrower and its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (e) of Section 6.09, do not exceed $5,000,000 in any fiscal year, (iv) provided no Default or Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent in an aggregate amount per fiscal year not to exceed the Borrower’s Portion of Excess Cash Flow for the immediately preceding fiscal year less the amount of other Designated Excess Cash Expenditures made with such Borrower’s Portion of Excess Cash Flow for such immediately preceding fiscal year; provided that the proceeds of such Restricted Payments are used (x) to effect Specified Investments, (y) to pay interest on Restructuring Notes or Additional Notes (provided, however, that any such dividends or distributions relating to any such cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent, to the payment of such interest when due) or (z) at any time on or after giving the second anniversary of the Closing Date and so long as the Ultimate Parent Leverage Ratio is less than or equal to 3.00 to 1.00, to effect repurchases of Restructuring Notes or Additional Notes, (v) Restricted Payments in amounts as shall be necessary to make Tax Payments; provided that all Restricted Payments made pursuant to this clause (v) are used by the Parent or Holdings for the purpose specified in this clause (v) within 30 days of receipt thereof, (vi) provided no Default or Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends or distributions to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends or distributions to the Parent, in each case in an amount not in excess of the regularly scheduled cash interest payable on the Restructuring Notes (or any Additional Notes incurred to refinance such distributionRestructuring Notes) during the next period of ten Business Days, provided, however, that (A) any such dividends or distributions relating to any such cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent, to the payment of such interest when due, (B) immediately after giving effect to the extent the amount of any such dividend or distribution Aggregate Availability is together with the aggregate amount of other dividends or distributions made pursuant to this clause (vi) during the then current fiscal year exceeds the Ultimate Parent Annual Cash Interest Amount for such fiscal year, such excess amount shall (x) reduce the amount of Restricted Payments permitted pursuant to clause (iv) above, the amount of Optional Repurchases of other Indebtedness permitted under Section 6.08(b)(vi) and the amount of Investments permitted under Sections 6.04(f) and 6.04(l), in each case, during the following fiscal year of the Borrower based on the Borrower’s Portion of Excess Cash Flow with respect to the Excess Cash Flow in respect of the then current fiscal year and (y) only be permitted to be paid to the extent Restricted Payments are not less than $40,000,000 otherwise permitted to be paid under this Section for such purpose at such time and to the extent such amount does not exceed the amount of the anticipated Borrower’s Portion of Excess Cash Flow with respect to the Excess Cash Flow in respect of the then current fiscal year of the Borrower (to be calculated and evidenced in a manner reasonably satisfactory to the Administrative Agent) and (C) the Fixed Charge Coverage Ratio (Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to the payment of any such distribution) would not be less than 1.10 dividends or distributions pursuant to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodthis clause (vi), (ivvii) the US Borrower may pay dividends make Restricted Payments to Holdings, and Holdings so long asmay, in turn, make such Restricted Payments as part of the Shared Services Transactions and (Aviii) provided no Default has occurred which or Event of Default is continuingcontinuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and (B) immediately after giving effect Holdings may, in turn, make such Restricted Payments to such payment, US Availability is the Parent in an aggregate amount not less than to exceed $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries 5,000,000 during any fiscal year of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsBorrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willNone of Holdings, nor the Borrower or any other Subsidiary will it permit any Subsidiary to, declare or make, or agree to pay or make, make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) Holdings may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests permitted hereunder, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred capital stock, partnership or membership interests or other similar Equity Interests, payable solely or make other Restricted Payments in additional preferred or common respect of its Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) each case ratably to the extent holders of such Equity Interests, provided that dividends paid by the Borrower to Holdings may only be paid at such times and in such amounts as shall be necessary to permit Holdings to make Restricted Payments permitted to be made by it under this paragraph (or, in the case of dividends declared, or other Restricted Payments irrevocably committed to, by Holdings, permitted at the time declared or committed to), (iii) Holdings may acquire Equity Interests upon the exercise of stock options and/or stock appreciation rights and vesting and/or settlement of restricted stock and restricted stock units if such Equity Interests are transferred in satisfaction of a portion of the exercise price of such options and/or rights and/or the payment of any tax withholdings in connection with such exercise, vesting or settlement, (iv) Holdings may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Holdings in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings, and the Borrower may pay cash dividends to Holdings to fund such cash payments (and Holdings may make Restricted Payments to any parent to permit its parent to fund any such payment), (v) the Borrower may pay cash dividends to Holdings (and Holdings may make Restricted Payments to any parent to permit its parent to fund any such payment) and Holdings may use the proceeds to it of such dividends to (A) purchase Holdings’ Equity Interests from present make cash Restricted Payments, not exceeding $3,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or former other benefit plans or agreements for directors, officers or employees of any Loan Party Holdings and the Subsidiaries; provided that Holdings may purchase, redeem or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under otherwise acquire Equity Interests pursuant to this clause (Av)(A) subsequent without regard to the Closing Date (net restrictions set forth in the proviso above for consideration consisting of any proceeds received by Holdings and of key man life insurance contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000Borrower, (B) pay management fees to the JCP Parties expressly permitted reasonable and customary corporate and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by Section 6.09; third parties, and (C) pay corporate overhead expenses compensation, benefits and other expenses incurred amounts payable to officers and employees in connection with their employment in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03business), (iiiC) pay franchise fees or similar taxes and fees required to maintain its corporate existence, and (D) pay director’s fees and expenses, (vi) each Subsidiary may declare and make payments or other distributions to Holdings to permit Holdings (or its direct or indirect parent) to pay taxes on behalf of Holdings and its Subsidiaries, (vii) [reserved], (viii) so long as no Default has shall have occurred which is continuingand be continuing and the Borrower shall, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to any Restricted Payment made in reliance on this clause (viii), be in Pro Forma Compliance with the covenant set forth in Section 6.12, the Borrower may on any date pay cash dividends to Holdings and Holdings may use the proceeds of such distributiondividends to it to make Restricted Payments in an amount (without duplication), not in excess of the sum of (A) the amount of available Qualifying Equity Proceeds on such date, plus (B) immediately after giving effect to the Available Basket Amount on such distribution Aggregate Availability is not less than $40,000,000 and date plus (C) if the Fixed Charge Coverage Leverage Ratio (after giving on such date, calculated on a Pro Forma Basis to give effect to any such distribution) would not be Restricted Payment, is less than 1.10 3.65 to 1 for 1.00, the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for Available ECF Amount on such period such distribution occurred on the first day of such perioddate, (ivix) Holdings may issue Qualified Equity Interests (or other securities or property following a merger event or other change of the US Borrower Qualified Equity Interests of Holdings) (and cash in lieu of fractional shares) and otherwise perform its obligations under any Convertible Indebtedness, (x) Holdings may pay dividends to Holdings so long as, (A) no Default has occurred which is continuingthe premium in respect of, and otherwise exercise and/or perform its obligations under, any Permitted Bond Hedge Transaction and (Bxi) immediately after giving effect Holdings may make any Restricted Payments pursuant to such paymentthe terms of, US Availability is not less than $15,000,000and otherwise perform its obligations under, any Permitted Warrant Transaction (v) including making payments and/or deliveries due upon exercise and settlement or unwinding or termination thereof). Notwithstanding the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) foregoing, so long as (A) no Default has shall have occurred which is and be continuing, Holdings and (B) immediately after giving any of the Subsidiaries may make Restricted Payments in any amount at any time if the Leverage Ratio, calculated on a Pro Forma Basis to give effect to any such paymentRestricted Payment at such time, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably 2.00 to the holders of their Equity Interests.1.00,

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or to make, or agree to make any redemptions or repurchases with respect to its capital stock, or incur any obligation (contingent or otherwise) to do so, except except: (i) each of Holdings and the Borrower may declare and pay distributions make Restricted Payments and/or redemptions or repurchases with respect to its common Equity Interests payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional shares of such preferred Equity Interests or in shares of its common Equity Interests; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; (iii) each of Holdings and the Borrower may make Restricted Payments and/or redemptions or repurchases with respect to its common Equity Interests, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings, the Borrower and its Restricted Subsidiaries; (iiiv) each of Holdings and the US Borrower may pay dividends or make distributions to Holdingsthe Persons holding its Equity Interests in an aggregate amount such that such Persons may pay (x) franchise taxes and other fees, taxes and expenses to maintain their legal existence and (y) federal, state and local income taxes to the extent attributable to Holdings and its Subsidiaries or to the Borrower and its Subsidiaries as the case may be, provided that in all events the amounts paid pursuant to clause (y) shall be amounts sufficient to pay the direct obligations of such Persons for such taxes and obligations of the Borrower and Holdings under the Tax Sharing Agreement, provided, however, that (aa) the amounts paid under clause (y) shall not exceed the amount that would be payable, on a consolidated or combined basis, were Holdings the common parent of a separate federal consolidated group or state combined group including the Borrower and its Subsidiaries and (bb) in the case of taxes attributable to the Unrestricted Subsidiary, an amount equal to the amount of such tax payment has been received by the Borrower from the Unrestricted Subsidiary prior to such payment being made; and (v) so long as there exists no Event of Default, each of Holdings and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) or make distributions to the extent necessary to permit Holdings to (A) purchase Holdings’ Persons holding its Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the in an aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings such that such Persons may pay officers, directors and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation business up to a maximum aggregate amount of Holdings business (which operation shall be $2,500,000 in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsany fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Credit Agreement Party will, nor will it permit any Subsidiary of its Subsidiaries to (nor will it apply to the Bankruptcy Court or the Canadian Court for authority to), declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of Holdings and the U.S. Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and Holdings may declare and pay distributions with respect to its common Equity Interests payable solely in additional common Equity Interests, and, dividends with respect to its preferred Equity Interests, stock payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries of the U.S. Borrower may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests, (iiiii) the US U.S. Borrower may make Restricted Payments to Holdings to permit Holdings to make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and its Subsidiaries that have been approved by the board of directors of Holdings in an amount during any Fiscal Year equal to the sum of (A) U.S.$1,000,000 and (B) amounts received by Holdings as a result of the sale of Equity Interests in Holdings to employees, officer, directors or consultants of Holdings, the U.S. Borrower or any Subsidiary of the U.S. Borrower since the beginning of the relevant Fiscal Year, which amounts, if not used in any Fiscal Year, may be carried forward to any subsequent Fiscal Year, (iv) the U.S. Borrower may pay dividends to Holdings, at such times and the UK Borrower may pay dividends to Pipe in such amounts (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to HoldingsA) to the extent not exceeding U.S.$2,500,000 during any Fiscal Year, as shall be necessary to permit Holdings to discharge its corporate overhead (Aincluding franchise taxes and directors fees) purchase Holdings’ Equity Interests from present and other permitted liabilities and to make payments permitted by Section 10.09 and (B) as shall be necessary to pay any taxes that are due and payable by Holdings as part of a consolidated, combined, unitary or former directorssimilar group that includes the U.S. Borrower or any of its Subsidiaries, officers or employees to the extent that such taxes relate to the operations of any Loan Party or the U.S. Borrower and its Subsidiaries upon and so long as any refunds received by Holdings attributable to the deathU.S. Borrower or any of its Subsidiaries shall be promptly returned by Holdings to the U.S. Borrower and (v) without duplication as to amounts distributable with respect to taxes under clause (iv) above, disability in the event that Holdings and the U.S. Borrower become pass-through or termination of employment of such directordisregarded entities for U.S. federal income tax purposes, officer or employee, provided, the U.S. Borrower may make Tax Distributions to Holdings to the extent that the aggregate amount of payments under Tax Distributions made pursuant to this clause (Av) subsequent to the Closing Date (net in respect of any proceeds received taxable year does not exceed the aggregate amount of U.S. federal, state and local income taxes that would have otherwise been payable by Holdings and contributed to the US U.S. Borrower for such taxable year had it remained a corporation for U.S. federal income tax purposes for such taxable year, in each case as may be approved by the Bankruptcy Court and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsCanadian Court.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willBorrower will not, nor will it permit any Restricted 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) Holdings Borrower may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) Borrower may make Restricted Payments not exceeding $4,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the US Borrower and its Subsidiaries, (iv) the Borrower may pay dividends to Holdingsa direct or indirect parent company at such times and in such amounts, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings such direct or indirect parent company to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other reasonable administrative expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000business, (v) the UK Borrower may make Restricted Payments not exceeding $5,000,000 in any fiscal year or $20,000,000 in the aggregate from the Effective Date, to repurchase Equity Interests in the Borrower owned by employees or former employees of the Borrower or the Subsidiaries pursuant to the terms of agreements (including employment agreements) with such employees, (vi) any Restricted Subsidiary may make Restricted Payments to any Restricted Subsidiary or the Borrower, to pay dividends any Tax with respect to Pipe income attributable to the party making such Restricted Payments as the result of such party being a member of a consolidated, affiliated or unitary group (which for tax purposes) that includes the Borrower as its parent, (vii) [reserved], (viii) payments made by the Borrower or any Restricted Subsidiary in turn may pay dividends respect of withholding or similar Taxes payable by any employee, director, manager or consultant and any repurchases of Equity Interests in a like consideration of such payments including deemed repurchases in connection with the exercise of stock options not exceeding $1,000,000 in any fiscal year of the Borrower, (ix) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to EMCayman which in turn may pay dividends in a like amount this clause (ix) and any prepayments of Indebtedness made pursuant to HoldingsSection 6.08(b)(vii) so long as not to exceed (A) no Default has occurred which if the Tier 1 Condition is continuingsatisfied, and $7,500,000, plus (B) immediately if the Tier 2 Condition is satisfied, $7,500,000; provided that any Restricted Payment otherwise permitted by clause (iii) and clauses (v) through (ix) above shall not be permitted if at the time thereof and after giving effect to such payment, UK Availability is not less than $15,000,000; thereto a Default shall have occurred and be continuing and (vix) Subsidiaries repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the US Borrower and UK Borrower may pay dividends ratably to the holders exercise price of their Equity Interestssuch options or warrants.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it not permit any 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) the US Borrower Subsidiaries may declare and pay dividends ratably with respect to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)their capital stock, (iii) so long as no Default has occurred which is continuingthe Borrower may make Restricted Payments, Holdings may declare not exceeding a cumulative aggregate amount of $15,000,000 pursuant to and pay partnership distributions in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodSubsidiaries, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000the Special Dividend, (v) the UK Borrower may pay dividends make Restricted Payments from time to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) time if no Default has shall have occurred which and be continuing at the time such Restricted Payment is continuing, and declared or at the time such Restricted Payment is made (B) immediately after giving effect thereto) in an aggregate cumulative amount equal to such paymentthe sum of (x) $300,000,000 and (y) 100% of the aggregate Net Proceeds received by the Borrower from the issuance or sale of its Equity Interests subsequent to December 31, UK Availability is not less 2003 (other than $15,000,000; an issuance or sale to a Subsidiary and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Borrower or any of its Subsidiaries for the benefit of their employees) minus the cumulative aggregate amount of Repurchase Expenditures made in respect of Subordinated Debt or Permitted Subordinated Indebtedness pursuant to clause (v) of Section 6.08(b), (vi) Subsidiaries the Borrower may make Restricted Payments from time to time if no Default shall have occurred and be continuing at the time such Restricted Payment is declared or at the time such Restricted Payment is made (and after giving effect thereto) in a cumulative aggregate amount equal to 50% of Adjusted Consolidated Net Income accrued during the period (treated as one accounting period) from December 31, 2003 to the end of the US Borrower most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit), provided that no Restricted Payment may be declared or made in reliance on this clause (vi) at any time when the Leverage Ratio is greater than 2.00 to 1.00 and UK (vii) the Borrower may pay dividends ratably to acquire Equity Interests in the holders of their Borrower or options with respect thereto in exchange for Equity InterestsInterests in the Borrower or options for Equity Interests in the Borrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional common Equity Interests, and, with respect to shares of its preferred Equity Interests, payable solely in additional preferred or common Equity Interestscapital stock (other than Redeemable Preferred Stock), (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the US Borrower or any Subsidiary may acquire the equity securities of any Subsidiary not owned by it if such purchase is otherwise permitted by this Agreement, (iv) the Borrower may pay dividends make Restricted Payments to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present enable Holdings to make Restricted Payments, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or former directors, officers other benefit plans for management or employees of any Loan Party or the Borrower and its Subsidiaries upon (including for the purpose of repurchasing equity securities following the death, disability or termination of employment of employees or former employees of Holdings), provided that any -------- unused portion of such director, officer or employee, provided, that the aggregate amount of payments under in any fiscal year (without giving effect to this clause (Aproviso) subsequent may be carried forward to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectlynext fiscal year only, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long asat such times and in such amounts as shall be necessary to permit Holdings to pay for (a) corporate, administrative and operating expenses in the ordinary course of business, including payment of directors' and officers' insurance premiums, key man life insurance premiums, reasonable and customary directors' fees and fees, expenses and indemnities incurred in connection with the issuance of the Subordinated Notes and the Transactions, (Ab) no Default has occurred the costs of Holdings (including all professional fees and expenses) incurred to comply with its reporting obligations under federal or state laws or under the Subordinated Note Documents or the Loan Documents or similar instruments, (c) the expenses of Holdings incurred in connection with any public offering of equity securities, the net proceeds of which is continuingwere specifically intended to be received by or contributed or loaned to the Borrower, and (Bd) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) amounts due under any tax sharing agreement under which the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) its Subsidiaries are allocated its proportionate share of the US Borrower and UK Borrower may pay dividends ratably to actual tax liability of the holders affiliated group of their Equity Interestscorporations that file consolidated federal income tax returns (or that file state or local income tax returns on a consolidated basis).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Alamosa Delaware nor the Borrower will, nor will it they permit any Restricted 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) Holdings Alamosa Delaware may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Restricted Subsidiaries (other than the US Borrower) may declare and pay dividends ratably with respect to their Capital Stock; provided, that no distribution referred to in this clause (ii) shall be permitted to be made by any Special Purpose Subsidiary unless such distribution is in cash or in shares of its common Capital Stock pledged under the Pledge Agreement and no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) Alamosa Delaware may make Restricted Payments, not exceeding $1,000,000 during any fiscal year pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of Alamosa Delaware and its Restricted Subsidiaries, (iv) at a time, in the case of both (x) and (y) below, when there does not exist a Default (or such distribution would not cause a Default), the Borrower may make distributions to Alamosa Delaware for the sole purpose of, and in an amount sufficient to fund, the payment of (x) principal at scheduled maturity and (y) interest when due as scheduled, in each case in respect of the 12 7/8% Senior Discount Notes and the 12 1/2% Senior Notes; provided, in the case of both (x) and (y), that such payment is due or to become due within 30 days from the date of such distribution and the cash distributed is in fact utilized to meet such payment obligation, (v) if no Default has occurred and is continuing, the Borrower may pay dividends to Holdings, Alamosa Delaware and the UK Borrower Alamosa Delaware may pay dividends to Pipe dividends, in each case at such times and in such amounts, not exceeding the lesser of (which may in turn pay dividends in a like A) $1,000,000 and (B) $50,000,000 minus the amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent of all other Permitted Equity Proceeds Uses at such time, during any fiscal year as shall be necessary to permit Holdings each of Alamosa Delaware, APCS and Superholdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or discharge its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000permitted liabilities, (Bvi) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as if no Default has occurred which and is continuing, Holdings Alamosa Delaware, the Borrower and the other Restricted Subsidiaries may declare and pay partnership distributions make Restricted Payments in accordance with its partnership agreement from dividends paid by an aggregate amount not to exceed $50,000,000 minus the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) amount of all other Permitted Equity Proceeds Uses at such time and (vvii) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not Restricted Payments may be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred made on the first day of such period, (iv) Restatement Effective Date as necessary to consummate the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsSouthwest Transactions.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willNone of Holdings, nor the Borrower or any other Subsidiary will it permit any Subsidiary to, declare or make, or agree to pay or make, make directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) Holdings may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests permitted hereunder, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred capital stock, partnership or membership interests or other similar Equity Interests, payable solely or make other Restricted Payments in additional preferred or common respect of its Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) each case ratably to the extent holders of such Equity Interests, provided that dividends paid by the Borrower to Holdings may only be paid at such times and in such amounts as shall be necessary to permit Holdings to make Restricted Payments permitted to be made by it under this paragraph (or, in the case of dividends declared, or other Restricted Payments irrevocably committed to, by Holdings, permitted at the time declared or committed to), (iii) Holdings may acquire Equity Interests upon the exercise of stock options if such Equity Interests are transferred in satisfaction of a portion of the exercise price of such options, (iv) Holdings may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Holdings in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings, and the Borrower may pay cash dividends to Holdings to fund such cash payments (and Holdings may make Restricted Payments to any parent to permit its parent to fund any such payment), (v) the Borrower may pay cash dividends to Holdings (and Holdings may make Restricted Payments to any parent to permit its parent to fund any such payment) and Holdings may use the proceeds to it of such dividends to (A) purchase Holdings’ Equity Interests from present make cash Restricted Payments, not exceeding $3,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or former other benefit plans or agreements for directors, officers or employees of any Loan Party Holdings and the Subsidiaries; provided that Holdings may purchase, redeem or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under otherwise acquire Equity Interests pursuant to this clause (Av)(A) subsequent without regard to the Closing Date (net restrictions set forth in the proviso above for consideration consisting of any proceeds received by Holdings and of key man life insurance contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000Borrower, (B) pay management fees to the JCP Parties expressly permitted reasonable and customary corporate and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by Section 6.09; third parties, and (C) pay corporate overhead expenses compensation, benefits and other expenses incurred amounts payable to officers and employees in connection with their employment in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03business), (iiiC) pay franchise fees or similar taxes and fees required to maintain its corporate existence, and (D) pay director’s fees and expenses, (vi) each Subsidiary may declare and make payments or other distributions to Holdings to permit Holdings (or its direct or indirect parent) to pay taxes on behalf of Holdings and its Subsidiaries, (vii) not later than the date that is 30 days after the Effective Date, (A) the Borrower may utilize the proceeds of the Term Loans made on the Effective Date in an amount not in excess of $257,000,000 to pay a dividend to Holdings and (B) Holdings may utilize the proceeds of such dividend to make Restricted Payments, provided that no Default shall have occurred and be continuing at the time of any such Restricted Payment and Holdings shall contribute to the common equity capital of the Borrower any such proceeds received by it and not so utilized by such 30th day to make Restricted Payments, and (viii) so long as no Default has shall have occurred which is continuingand be continuing and the Borrower shall, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to any Restricted Payment made in reliance on this clause (viii), be in Pro Forma Compliance with the covenants set forth in Sections 6.12 and 6.13, the Borrower may on any date pay cash dividends to Holdings and Holdings may use the proceeds of such distributiondividends to it to make Restricted Payments in an amount (without duplication), not in excess of the sum of (A) the amount of available Qualifying Equity Proceeds on such date, plus (B) immediately after giving effect to the Available Basket Amount on such distribution Aggregate Availability is not less than $40,000,000 and date plus (C) if the Fixed Charge Coverage Leverage Ratio (after giving on such date, calculated on a Pro Forma Basis to give effect to any such distribution) would not be Restricted Payment, is less than 1.10 3.65 to 1 for 1.00, the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating Available ECF Amount on such date. Notwithstanding the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodforegoing, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has shall have occurred which is and be continuing, Holdings and (B) immediately after giving any of the Subsidiaries may make Restricted Payments in any amount at any time if the Leverage Ratio, calculated on a Pro Forma Basis to give effect to any such paymentRestricted Payment at such time, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably 2.00 to the holders of their Equity Interests1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Restricted 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) Holdings each of the Borrowers may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional units of such preferred Equity Interests or common in units of its Equity Interests, (ii) the US Borrower Restricted Subsidiaries may declare and pay dividends ratably with respect to Holdingstheir Equity Interests, (iii) the Borrowers may make non-cash Restricted Payments pursuant to and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present accordance with stock option plans or former directorsother incentive or benefit plans for managers, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings Borrowers and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000their Restricted Subsidiaries, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iiiiv) so long as no Event of Default has occurred which and is continuing, Holdings the Loan Parties may declare and pay partnership distributions make (and incur any obligation to do so) Restricted Payments with the proceeds received from, or in accordance with its partnership agreement from dividends paid by exchange for, the US Borrowersubstantially concurrent issue of new shares of theirthe Company’s common stock or other common Equity Interests of the Company, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) as no Event of Default has shall have occurred or is and be continuing or would result after giving effect to therefrom, the Company may honor any conversion request by a holder of convertible Indebtedness by issuance of additional Equity Interests and make cash payments in lieu of fractional shares in connection with any such distributionconversion, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (Cvi) the Fixed Charge Coverage Ratio Company may repurchase, redeem, defease or otherwise acquire or retire (after giving effect and incur any obligation to such distributiondo so) would not be less than 1.10 to 1 for value any Disqualified Stock of the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes Loan Parties with the Net Proceeds from a substantially concurrent issuance of calculating Disqualified Stock of the Fixed Charge Coverage Ratio for such period such distribution occurred on Loan Parties (or from the first day proceeds of, or in exchange for) the substantially simultaneous 121 issuance of such periodcommon Equity Interests of the Loan Parties, (ivvii) purchases, repurchases, redemptions or other acquisitions or retirements for value of Equity Interest deemed to occur upon the US Borrower exercise of stock options, warrants, rights to acquire Equity Interest or other convertible securities if such Equity Interest represents a portion of the exercise or exchange price thereof, and the Company may pay dividends repurchase Equity Interests issued by it deemed to Holdings so long asoccur upon the cashless exercise of the warrants issued on December 14, (A) no Default has occurred which is continuing2016 and the cashless exercise of stock options, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (vviii) the UK Borrower Loan Parties may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) make other Restricted Payments so long as (A) no Default has occurred which the Payment Conditions have been satisfied at the time such Restricted Payment is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsmade.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Subsidiaries of the US Borrower may declare and pay dividends ratably with respect to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)their capital stock, (iii) so long as no Default has occurred which is continuing, Holdings and the Borrower may declare make Restricted Payments pursuant to and pay partnership distributions in accordance with stock option plans or other benefit plans for management, employees or Associated Employees (including former employees and former Associated Employees) of Holdings, the Borrower and its partnership agreement from dividends paid by Subsidiaries; provided that the US Borroweramount thereof, UK Borrowertaken together with any payments or transfers of cash, Pipe and EMCayman assets or debt securities pursuant to clause (g) of Section 6.09, do not exceed $15,000,000 in compliance with clauses any fiscal year, (iv) and (v) provided no Event of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distributiontherefrom, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as(x) within the 30-day period prior to any payment date for interest on Permitted Holdings Debt in the amount of such interests payment and (y) at any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course (other than payments in respect of Indebtedness or Restricted Payments), (v) provided no Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent, (A) no Default has occurred which is continuing, in an aggregate amount not to exceed $12,500,000 during any fiscal year of the Borrower and (B) immediately after giving effect to such payment, US Availability so long as the Pro Forma RP Coverage Ratio is not less than $15,000,0001.05 to 1.00 and, (v) if on the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which date of such Restricted Payment the Pro Forma Leverage Ratio is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and 5.00 to 1.00, in an aggregate amount not to exceed the Borrower's Portion of Excess Cash Flow for the immediately preceding fiscal year of the Borrower less the amount of any other Designated Excess Cash Expenditures made with such Borrower's Portion of Excess Cash Flow, (vi) Subsidiaries Restricted Payments in amounts as shall be necessary to make Tax Payments to the extent not disallowed by Section 6.14; provided that all Restricted Payments made pursuant to this clause (vi) are used by the Parent or Holdings for the purpose specified in clause (vi) within 30 days of receipt thereof, (vii) provided that no Event of Default is continuing or would result therefrom and that on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, Holdings may, not later than the date that is 60 days after the date of consummation of an IPO of Holdings or the Parent, make a Restricted Payment to the Parent (x) in the case of an IPO of Holdings, in an amount equal to the portion of the US Borrower Net Proceeds thereof that is neither Designated Equity Proceeds nor required by Section 2.11(c) to be applied to the prepayment of Term Loans and UK (y) in the case of an IPO of the Parent, provided the Allocable Net Proceeds have been contributed to, or used to purchase Equity Interests of, Holdings in accordance with Section 6.21(b), in an amount equal to the portion of such Allocable Net Proceeds of such IPO that is neither Designated Equity Proceeds nor required by Section 2.11(c) to be applied to the prepayment of Term Loans, provided, further, however, that no Restricted Payment shall be made pursuant to this clause (vii) unless all prepayments of Term Loans required under Section 2.11(c) in connection with any such IPO have been made and (viii) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends ratably to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the holders Parent, in each case in an amount not in excess of their Equity Interests.the West Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on outstanding Qualifying Parent Indebtedness, provided, however, that (x) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by the Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Parent to the payment of such interest when due and (y) no payment of dividends may be made pursuant to this clause (viii) in respect of the West Allocable Share of cash interest on Qualifying Parent Indebtedness other than Base QPI unless the Borrower Interest Coverage Ratio for the period of four consecutive fiscal quarters most recently ended on or prior to the date of

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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 Loan Party may make a Permitted Holdings Dividend and (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom (including after giving effect thereto on a pro forma basis), (i) each of Holdings and the Borrowers may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common Equity Interestsstock, and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common Equity Interestsstock, (ii) the US Borrower Subsidiaries may declare and pay dividends to Holdingsthe Borrowers, (iii) the Loan Parties and their Subsidiaries may make Restricted Payments payable solely in the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ form of their Equity Interests from present pursuant to and in accordance with employment agreements, bonus plans, stock option plans, or other benefit plans for existing, new and former management, directors, officers or employees and consultants of any the Loan Party or Parties and their Subsidiaries, (iv) Holdings and its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that may make any other Restricted Payment so long as the aggregate amount of payments under all such Restricted Payments made in reliance on this clause (Aiv) subsequent to during the Closing Date (net term of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) this Agreement shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,0005,000,000, (v) the UK Borrower Holdings and its Subsidiaries may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) make any other Restricted Payment so long as (A) no Default has occurred which is continuing, both immediately before and (B) immediately after giving pro forma effect to such paymentRestricted Payment, UK Availability is not less than $15,000,000; the Payment Condition shall be satisfied with respect to such Restricted Payment and (vi) Subsidiaries of the US Borrower Holdings may enter into, exercise its rights and UK Borrower may pay dividends ratably to the holders of their Equity Interestsperform its obligations under, Permitted Call Spread Swap Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Other than the payment of amounts payable under the Acquisition Documents as consideration for the Acquisition (or paying a dividend to Holdings to enable Holdings to make any such payment), neither Holdings nor the Borrower will, nor will it they permit any Restricted 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments (and the US Borrower may make Restricted Payments to Holdings to enable Holdings to make such 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 the Borrower and its Subsidiaries, (iv) the Borrower may pay dividends to HoldingsHoldings at such times and in such amounts, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other reasonable administrative expenses incurred in the ordinary course of its business, (v) Holdings may make Restricted Payments (and the operation Borrower may make Restricted Payments to Holdings to enable Holdings to make such Restricted Payments), not exceeding $5,000,000 in any fiscal year and not exceeding $10,000,000 in the aggregate during the term of this Agreement, to repurchase Equity Interests in Holdings owned by employees or former employees of the Borrower or the Subsidiaries pursuant to the terms of agreements (including employment agreements) with such employees, (vi) the Borrower may make Restricted Payments to Holdings to enable Holdings to pay management fees pursuant to the Management Agreement that are permitted to be paid pursuant to clause (c) of Section 6.09, (vii) the Borrower may make Restricted Payments to Holdings at such times and in such amounts (but not prior to the fifth anniversary of the date of issuance of the Holdings Discount Notes) as shall be necessary to enable Holdings (A) on the fifth anniversary of the date of issuance of the Holdings Discount Notes, to redeem the amount of Holdings business Discount Notes equal to the Holdings Discount Notes Redemption Amount and (which operation shall be B) after such fifth anniversary, to make interest payments in cash on such Holdings Discount Notes as and when due; PROVIDED, that at the time of and after giving effect to each Restricted Payment made in reliance upon this clause (vii), the Borrower and its Restricted Subsidiaries are in compliance with Section 6.03)the covenants contained in Sections 6.12 and 6.13 as of the end of the most recent fiscal quarter for which financial statements are available assuming that Total Debt or Total Senior Debt, as applicable, as of the last day of such quarter had been equal to the Total Debt or Total Senior Debt, as applicable, as of the date of such Restricted Payment after giving effect to such Restricted Payment, and (viii) Holdings and the Borrower may make additional Restricted Payments for the purposes contemplated by clauses (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and through (v) of this Section 6.08(a), so long as, ) in an aggregate amount not to exceed $5,000,000 during the term of this Agreement; PROVIDED that any Restricted Payment otherwise permitted by clause (Aiii) no Default has occurred or is continuing or would result and clauses (v) through (viii) above shall not be permitted if at the time thereof and after giving effect thereto a Default shall have occurred and be continuing; PROVIDED FURTHER, that the provisions of clauses (iii) through (viii) above that permit certain dividends or other Restricted Payments to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would Holdings shall not be less than 1.10 construed to 1 for permit the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes payment of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day dividends or other Restricted Payments to any other holder of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries Equity Interests of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsBorrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests stock or Qualified Preferred Stock payable solely in additional shares of its common Equity Interestsstock or Qualified Preferred Stock, andor make cash payments in lieu of fractional shares, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may declare and pay dividends ratably with respect to their common stock, (iii) the Borrower may declare and pay cash dividends with respect to its preferred Equity Interestscommon stock and effect repurchases, payable solely redemptions or other Restricted Payments with respect to its common stock, together in additional preferred an aggregate amount in any fiscal year of the Borrower not to exceed 50% of Consolidated Net Income (if positive) for the immediately preceding fiscal year of the Borrower; provided that immediately prior and after giving effect to any such payment no Default or common Equity InterestsEvent of Default shall have occurred and be continuing and, immediately after giving effect to any such payment, the Borrower shall have Revolver Availability of more than $100,000,000, (iiiv) the US Borrower may pay cash dividends in an amount not to Holdingsexceed $60,000,000 in any fiscal year of the Borrower with respect to any Qualified Preferred Stock; provided that (x) immediately prior and after giving effect to any such payment, no Default or Event of Default shall have occurred and be continuing and (y) only so long as a Financial Covenant Effectiveness Period is then occurring, the Consolidated Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such payment, calculated on a pro forma basis as if such payment were made on the last day of such period (and excluding any such payments previously made pursuant to this clause during such four quarter period but attributed for purposes of this calculation to the last day of a prior period which day does not occur in such four quarter period) is not less than the ratio applicable to such period of four fiscal quarters under Section 6.12, (v) the Borrower and the UK Subsidiaries may make Restricted Payments consisting of the repurchase or other acquisition of shares of, or options to purchase shares of, capital stock of the Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests or any of its Subsidiaries from present employees, former employees, directors or former directorsdirectors of the Borrower or any Subsidiary (or their permitted transferees), officers in each case pursuant to stock option plans, stock plans, employment agreements or employees other employee benefit plans approved by the board of any Loan Party or its Subsidiaries upon directors of the death, disability or termination of employment of such director, officer or employee, provided, Borrower; provided that no Default has occurred and is continuing; and provided further that the aggregate amount of payments under this clause (A) subsequent to such Restricted Payments made after the Closing Original Restatement Effective Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,00010,000,000, (Bvi) the Subsidiaries may declare and pay management fees cash dividends to the JCP Parties expressly permitted by Section 6.09Borrower; and (C) pay corporate overhead expenses and other expenses incurred in provided that the ordinary course Borrower shall, within a reasonable time following receipt of any such payment, use all of the operation proceeds thereof for a purpose set forth in Section 5.10(b) or a Refinancing Amendment (including the payment of Holdings business (which operation shall be in compliance with dividends required or permitted pursuant to this Section 6.036.08(a)), (iiivii) the Borrower and the Subsidiaries may declare and pay cash dividends with respect to the Equity Interests set forth on Schedule 6.08(a) to the extent, and only to the extent, required pursuant to the terms of such Equity Interests or any other agreement in effect on the Effective Date and (viii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) or Event of this Section 6.08(a), so long as, (A) no Default has occurred or and is continuing or would result therefrom, the Borrower may redeem or repurchase shares of the Borrower’s and/or its Subsidiaries’ (including Rite Aid Lease Management Company’s) Preferred Stock (A) solely with Net Cash Proceeds received by the Borrower from issuances of its common stock after giving effect to the Original Restatement Effective Date, provided that any such distribution, repurchase or redemption is effected within 150 days after the receipt of such proceeds or (B) with other funds available to the Borrower if, immediately after giving effect to any such distribution Aggregate redemption or repurchase, the Borrower shall have Revolver Availability is not less of more than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests100,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common Equity Interestsstock, and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries of the Borrower may declare and pay dividends ratably with respect to their Equity Interests, (iiiii) the US Borrower may pay dividends make Restricted Payments, not exceeding $500,000 during any fiscal year, pursuant to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present accordance with stock option plans or former directors, officers other benefit plans for management or employees of any Loan Party or the Borrower and its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provideddirector or officer, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare or Event of Default exists immediately prior to and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day making of such periodRestricted Payment, (iv) the US Borrower may pay dividends to Holdings the Effective Date Dividend, so long as, (A) as no Default has occurred which is continuing, or Event of Default exists immediately prior to and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) after Borrower converts into a limited liability company pursuant to Section 6.03, so long as there exists no Event of Default, the UK Borrower may pay dividends or make distributions to Pipe (which its members in turn may an aggregate amount not greater than the amount necessary for such members to pay dividends their actual state and United States federal income tax liabilities in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuingrespect of income earned by the Borrower, and (B) immediately after giving effect deducting any tax losses distributed to such payment, UK Availability is not less than $15,000,000; members with respect to prior tax periods and (vi) Subsidiaries the Borrower may make a one time payment to Terex in an amount equal to (A) $16,500,000 minus (B) the amont of the US Conversion Tax Payment within 10 Business Days after the payment by the Borrower and UK Borrower may pay dividends ratably to of the holders of their Equity InterestsConversion Tax Payment.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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 (ia) Holdings the Borrower and Parent may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iiib) so long as no Default has occurred which is continuingexists or would arise as a result thereof, Holdings Subsidiaries of the Borrower may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (d) so long as no Default exists or would arise as a result thereof, the Borrower and Parent may repurchase, redeem, or otherwise buy back shares of Parent’s common stock in an aggregate amount not to exceed $10,000,000; provided, that, with respect to each of clauses (a) through (d) above, such Person and the Persons holding its Equity Interests are in compliance with Section 7-80-606 of the Colorado Revised Statutes, and (e) so long as no Default exists or would arise as a result thereof, the Borrower may pay cash dividends to the Parent in an amount sufficient to allow the Parent to pay (i) reasonable audit and other accounting expenses incurred in the ordinary course of business, (ii) Taxes due and payable by the Parent to any taxing authority and reasonable expenses incurred in connection with preparation of related Tax returns and filings, (iii) reasonable and necessary expenses (including professional fees and expenses) incurred by the Parent in connection with (A) registration, public offerings and exchange listing of equity securities and maintenance of the same, (B) compliance with reporting obligations under, or in connection with compliance with, federal or state securities laws, and (C) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), (iv) repurchases of shares of Parent’s common stock pursuant to clause (d) above in an aggregate amount not to exceed $10,000,000, and (v) other reasonable expenses incurred by Parent in the ordinary course of business.

Restricted Payments; Certain Payments of Indebtedness. (ai) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted 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 (iA) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests (other than Disqualified Stock) of the Borrower, and, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its preferred Equity Interests, payable solely or make other Restricted Payments in additional preferred or common respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (iior, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the US Borrower may pay dividends make Restricted Payments, not exceeding $30,000,000 during any fiscal year of the Borrower, pursuant to Holdings, and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the UK Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may pay dividends to Pipe repurchase Equity Interests (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings1) upon the exercise of stock options, deferred stock units and restricted shares to the extent necessary to permit Holdings to (A) purchase Holdings’ such Equity Interests from present or former directors, officers or employees represent a portion of any Loan Party or its Subsidiaries upon the death, disability or termination of employment exercise price of such directorstock options, officer deferred stock units or employee, provided, that the aggregate amount of payments under this clause restricted shares and (A2) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales the withholding of a portion of the Equity Interests so purchased) shall not exceed $2,000,000granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (BE) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the ordinary course Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the operation of Holdings business (which operation shall be in compliance with Section 6.03)Borrower, (iiiF) so long as no Default has occurred which and is continuing, Holdings the Borrower may declare and pay partnership distributions make Restricted Payments in accordance an aggregate amount, together with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this payments made pursuant to Section 6.08(a7.03(h)(ii)(F), not to exceed $100,000,000 in any fiscal year in respect of dividends on the Borrower’s common or preferred stock, (G) so long as, (A) as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or is advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause ‎(H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such distribution, Restricted Payment and any related transaction on a pro forma basis the Senior Secured Net Leverage Ratio shall not exceed 2.75 to 1.00 (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) calculated as of the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for last day of the fiscal quarter of the Borrower then most recently completed Fixed Charge Coverage Calculation Period assuming that ended for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on which financial statements have been delivered pursuant to ‎Section 7.01(a) (or, prior to the first day of such perioddelivery pursuant to Section 7.01(a), (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsSection 5.02(d)(i))).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common Equity Interestsstock, and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries of the Borrower may declare and pay dividends ratably with respect to their Equity Interests, (iiiii) the US Borrower may pay dividends make Restricted Payments, not exceeding $500,000 during any fiscal year, pursuant to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present accordance with stock option plans or former directors, officers other benefit plans for management or employees of any Loan Party or the Borrower and its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provideddirector or officer, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare or Event of Default exists immediately prior to and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day making of such periodRestricted Payment, (iv) the US Borrower may pay dividends to Holdings the Effective Date Dividend, so long as, (A) as no Default has occurred which is continuing, or Event of Default exists immediately prior to and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) after Borrower converts into a limited liability company pursuant to Section 6.03, so long as there exists no Event of Default, the UK Borrower may pay dividends or make distributions to Pipe (which its members in turn may an aggregate amount not greater than the amount necessary for such members to pay dividends their actual state and United States federal income tax liabilities in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuingrespect of income earned by the Borrower, and (B) immediately after giving effect deducting any tax losses distributed to such payment, UK Availability is not less than $15,000,000; members with respect to prior tax periods and (vi) Subsidiaries the Borrower may make, within ten (10) Business Days after the payment by the Borrower to the applicable Governmental Authorities of the US Borrower and UK Borrower may pay dividends ratably final Conversion Tax Payment, a one-time payment to Terex in an amount equal to the holders positive difference, if any, of their Equity Interests(A) $16,500,000 minus (B) the amount of the final Conversion Tax Payment.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any 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 Holdings and the Borrower may declare and pay dividends with respect to its common stock, payable solely in additional shares of its common stock, and Holdings may declare and pay distributions with respect to its common Equity Interests payable solely in additional common Equity Interests, and, dividends with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common Equity Interestsstock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the US Borrower may pay dividends make Restricted Payments to Holdings to permit Holdings to make payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings, the Borrower and the UK Subsidiaries in an aggregate amount not to exceed $7,500,000 during any fiscal year, (iv) Holdings may (A) redeem the Qualified Preferred Stock pursuant to a conversion into common stock of Holdings and (B) make any Restricted Payments in connection with such conversion, in each case, in accordance with the terms of the Qualified Preferred Stock (v) the Borrower may pay dividends make Restricted Payments to Pipe Holdings at such times and in such amounts (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to HoldingsA) to the extent not exceeding $3,000,000 during any fiscal year, as shall be necessary to permit Holdings to discharge its corporate overhead (Aincluding franchise taxes and directors fees) purchase Holdings’ Equity Interests from present or former directorsand other permitted liabilities and to make payments permitted by Section 6.09 and (B) as shall be necessary to pay any taxes that are due and payable by Holdings as part of a consolidated group that includes the Borrower, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed extent that such taxes relate to the US operations of the Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000Subsidiaries, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iiivi) so long as no Default has shall have occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is be continuing or would result after giving therefrom, Holdings may repurchase, redeem or retire its outstanding Equity Interests or make other Restricted Payments (and the Borrower may make Restricted Payments the proceeds of which are to be used by Holdings to effect such repurchases, redemptions or retirements or to such distributionredeem or repurchase Existing Senior Subordinated Notes or Senior Subordinated Notes) in an aggregate amount not to exceed (A) in the event the Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available is greater than or equal to 2.00 to 1.00, (x) $10,000,000 minus (y) the aggregate amount of Restricted Payments and payments relating to the Subordinated Debt previously made pursuant to this clause (vi), (B) immediately after giving effect to such distribution Aggregate Availability in the event the Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available is not less than 2.00 to 1.00 and greater than or equal to 1.50 to 1.00, (x) $40,000,000 25,000,000 minus (y) the aggregate amount of Restricted Payments and payments relating to the Subordinated Debt previously made pursuant to this clause (vi) and (C) in the Fixed Charge Coverage event the Net Leverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for on a Pro Forma Basis as of the last day of the most recently completed Fixed Charge Coverage Calculation Period assuming that ended fiscal quarter of the Borrower for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodwhich financial statements are available is less than 1.50 to 1.00, (ivx) $40,000,000 minus (y) the US Borrower may pay dividends aggregate amount of Restricted Payments and payments relating to Holdings so long as, the Subordinated Debt previously made pursuant to this clause (Avi) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdingsvii) so long as (A) no Default has shall have occurred which is continuingand be continuing or would result therefrom, Holdings may make Restricted Payments (and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably make Restricted Payments the proceeds of which are used by Holdings to the holders of their Equity Interestsmake such payments) in an aggregate amount not to exceed $2,000,000 during any fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any Restricted 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional common Equity Interestsshares of Common Stock or warrants to purchase its Common Stock, and(ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock; provided that no distribution referred to in this clause (ii) shall be permitted to be made by any Special Purpose Subsidiary if any Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) the Borrower may make Restricted Payments, not exceeding $1,000,000 during any fiscal year, and at such times as shall be necessary in order to provide Holdings an amount of cash sufficient to enable Holdings to make payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) following the end of the fiscal year of the Borrower ending December 31, 2001, and following the end of each subsequent fiscal year, the Borrower may make Restricted Payments with respect to its Capital Stock in an amount not in excess of 50% of Excess Cash Flow for such fiscal year, provided that the prepayments required by Section 2.09(c) have previously been made and (v) any Auction Subsidiary may make Restricted Payments to THC with respect to its preferred Equity Interestsstock and its Capital Stock, payable solely (vi) following the end of the fiscal year of the Borrower ending December 31, 2000, the Borrower may make Restricted Payments with respect to its Capital Stock in additional preferred aggregate amount not to exceed the amount of any proceeds of the Lucent Financing contributed to the Borrower as a capital contribution in an amount not in excess of Excess Cash Flow generated after the date such capital contribution first occurs or, if greater, an amount not in excess of Excess Cash Flow for the fiscal year most recently ended, provided that the prepayments required by Section 2.09(c) have previously been made, (vii) the Borrower may make Restricted Payments with respect to its Capital Stock to fund the obligations of Holdings to make repurchase, redeem, acquire or common Equity Interestsretire for value any Capital Stock of Holdings held by any member or former member of the management of the Borrower and its Subsidiaries pursuant to any management equity subscription agreement, stock option agreement restricted stock agreement, put agreement or other similar arrangements, provided that (i) no Event of Default shall have occurred and be continuing and (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) such Restricted Payments shall not exceed $2,000,00010,000,000 in any fiscal year of the Borrower, (B) pay management fees provided further that up to the JCP Parties expressly an aggregate of $20,000,000 of unused amounts of permitted by Section 6.09; Restricted payments during one or more fiscal years may be carried forward to one or more future fiscal years and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (Cviii) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends make Restricted Payments with respect to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is its Capital Stock for any other purpose not less than exceeding $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests10,000,000 during any fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Credit Parties will not, nor and will it not permit any 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity InterestsInterests permitted hereunder, (ii) the US Borrower may pay dividends to Holdingsmake cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, and options or other securities convertible into or exchangeable for Equity Interests in the UK Borrower, (iii) the Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to make Restricted Payments, not exceeding (A) purchase Holdings’ Equity Interests from present $1,000,000 in the aggregate for any Fiscal Year ending prior to the IPO and (B) $2,500,000 in the aggregate for any Fiscal Year ending after the IPO, pursuant to and in accordance with stock option plans or former other benefit plans or agreements for directors, officers or employees of the Borrower and the Subsidiaries, (iv) any Loan Party Subsidiary may declare and pay dividends or make other distributions with respect to its capital stock, partnership or membership interests or other similar Equity Interests, ratably to the holders of such Equity Interests, (v) the Credit Parties may make payments of fees under the GI Management Agreement as in effect on the date hereof to GI Manager L.P. or its Subsidiaries upon Affiliates (A) on the death, disability or termination of employment of such director, officer or employee, provided, that Closing Date in an aggregate amount not to exceed the aggregate amount of payments under this clause (A) subsequent to the Revolving Commitments and the Term Loan Commitments as of the Closing Date multiplied by 0.75%, and (net B) upon the consummation of any an IPO in an aggregate amount not to exceed the gross Cash proceeds received by Holdings the Borrower from the IPO multiplied by 1.50%; provided that at the time of and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and any payment made under this clause (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodv), (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has or Event of Default shall have occurred which is and be continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries repurchases of Equity Interests in the Borrower or any Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the US Borrower and UK Borrower may pay dividends ratably to the holders exercise price of their Equity Interestssuch options or warrants.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional common Equity Interests, and, with respect to shares of its preferred Equity Interests, payable solely in additional preferred or common Equity Interestscapital stock, (ii) the US Borrower Subsidiaries may declare and pay dividends ratably with respect to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)their capital stock, (iii) so long as no Default has occurred which is continuing, Holdings may declare make Restricted Payments, not exceeding $2,000,000 during any fiscal year, pursuant to and pay partnership distributions in accordance with its partnership agreement from dividends paid stock option plans or other benefit plans for directors, management or employees of Holdings, the Borrower and the Subsidiaries, including the redemption or purchase of capital stock of Holdings held by former directors, management or employees of Holdings, the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) Borrower or any Subsidiary following termination of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodtheir employment, (iv) the US Borrower may pay dividends to Holdings so long asat such times and in such amounts, not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to discharge its permitted liabilities and (v) the Borrower and the Joint Venture Holding Companies may make Restricted Payments to Holdings at such times and in such amounts (but not prior to the fifth anniversary of the date of issuance of the Cumulative Preferred Stock) as shall be necessary to enable Holdings, after such fifth anniversary, to pay dividends in cash on such Cumulative Preferred Stock as and when declared and payable, provided that, at the time of each Restricted Payment made in reliance upon this clause (v) and after giving pro forma effect to such payment, the Leverage Ratio shall not exceed 1.50 to 1.00, (Avi) no Default has occurred which is continuingHoldings, the Borrower and the Subsidiaries may make Restricted Payments as and to the extent contemplated by the Recapitalization Agreement and (Bvii) immediately Holdings may make Restricted Payments on account of the purchase, redemption or repurchase of the Cumulative Preferred Stock with the net proceeds of a substantially concurrent IPO, provided that, after giving effect to such paymentpurchase, US Availability is not less than $15,000,000redemption or repurchase, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has or Event of Default shall have occurred which is and be continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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 Loan Party may make a Permitted Holdings Dividend and (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom (including after giving effect thereto on a pro forma basis), (i) each of Holdings and the Borrowers may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common Equity Interestsstock, and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common Equity Interestsstock, (ii) the US Borrower Subsidiaries may declare and pay dividends to Holdingsthe Borrowers, (iii) the Loan Parties and their Subsidiaries may make Restricted Payments payable solely in the UK Borrower form of their Equity Interests pursuant to and in 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 Loan Parties and their Subsidiaries, (iv) Holdings and its Subsidiaries may pay dividends make any other Restricted Payment, so long as the aggregate amount of all such Restricted Payments made pursuant to Pipe this clause (which may iv) during any Fiscal Year does not exceed the sum of $5,000,000 plus the Cumulative Retained Excess Cash Flow Amount that is in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) effect immediately prior to the extent necessary time of making of such Restricted Payment (provided that the use of the Cumulative Retained Excess Cash Flow Amount to permit Holdings make Restricted Payments shall be subject to (A) purchase Holdings’ Equity Interests from present no Default or former directors, officers Event of Default has occurred and is continuing or employees of any Loan Party or its Subsidiaries upon would be caused by the death, disability or termination of employment making of such directorRestricted Payment and (B) (x) both prior to and after giving effect to such Restricted Payment, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) Senior Secured Leverage Ratio shall not exceed $2,000,0003.25:1.00 as of the last day of the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, (B) pay management fees prior to the JCP Parties expressly permitted by delivery of any such financial statements, as of the last Fiscal Quarter included in the financial statements referred to in Section 6.09; 3.04(a)) and (Cy) pay corporate overhead expenses and other expenses incurred in the ordinary course Borrower Representative shall have delivered to the Administrative Agent a certificate of a Financial Officer of Holdings, setting forth reasonably detailed calculations demonstrating the satisfaction of the operation of Holdings business condition appearing in clause (which operation shall be in compliance with Section 6.03), (iiix) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (ivabove) and (v) of this Section 6.08(a)Holdings may enter into, so long asexercise its rights and perform its obligations under, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsPermitted Call Spread Swap Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither the Parent nor the Borrower will, nor will it they permit any 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) Holdings the Parent may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common shares of its Equity InterestsInterests permitted hereunder, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred Equity Interests, payable solely in additional preferred or common ratably to the holders of such Equity Interests, (iiiii) the US Borrower Parent may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ repurchase its Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination exercise of employment stock options if such Equity Interests represent a portion of the exercise price of such directoroptions, officer or employee, provided, that (iv) the aggregate amount Parent may make cash payments in lieu of payments under this clause (A) subsequent to the Closing Date (net issuance of any proceeds received by Holdings and contributed to fractional shares representing insignificant interests in the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date Parent in connection with resales the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests so purchased) shall not exceed $2,000,000in the Parent, (Bv) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred 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 operation foregoing) of Holdings business 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 operation shall be in compliance with Section 6.03)used to pay customary salary, (iii) so long as no Default has occurred which is continuingbonus and other benefits payable to officers, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (vvii) of this Section 6.08(a), so long as, the Parent may make Restricted Payments in cash if at the time thereof and after giving effect thereto (A) no Default has shall have occurred or is and be continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately the aggregate amount of all such Restricted Payments made on or after giving effect to the Restatement Effective Date shall not exceed (1) $4,000,000, for the period commencing on the Restatement Effective Date and ending on December 31, 2008, or $10,000,000 during any fiscal year occurring thereafter; provided that if the aggregate amount of all such paymentRestricted Payments made during such period or fiscal year, US Availability as the case may be, commencing with the period ending December 31, 2008, or any fiscal year thereafter, is not less than $15,000,0004,000,000 or $10,000,000, (v) respectively, the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower difference between the aggregate amount of such Restricted Payments and UK Borrower $4,000,000 or $10,000,000, as the case may pay dividends ratably be, may be carried forward to the holders next succeeding fiscal year and the aggregate amount of their Equity Interestsall such Restricted Payments permitted in such succeeding fiscal year shall be increased 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 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) Holdings each Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower Subsidiaries may declare and pay dividends or other distributions ratably with respect to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ their Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)Interests, (iii) so long as there exists no Default has occurred which is continuingor Event of Default, Holdings the Borrowers may declare make Restricted Payments, not exceeding $2,000,000 during any fiscal year, pursuant to and pay partnership distributions in accordance with its partnership agreement from dividends paid by Equity Interest option plans or other benefit plans for management or employees of the US BorrowerBorrowers and their Subsidiaries, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) so long as there exists no Default or Event of Default and the Company is a "flow through" or "disregarded" entity for United States federal income tax purposes, the Company may pay dividends or make distributions to its members in an aggregate amount not greater than the amount necessary for such members (or, if any such member is a "flow through" or "disregarded" entity for United States federal income tax purposes, the members of such member) to pay their actual state and United States federal, state and local income tax liabilities in respect of income earned by the Borrowers, and (v) the Company shall be permitted to pay dividends and distributions; provided, that such dividends and distribution shall only be permitted if (1) there exists no Default or Event of this Section 6.08(a), so long asDefault, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C2) the Fixed Charge Coverage Ratio for the Borrowers (after giving effect to such dividend and distribution) would 120 not be less than 1.10 1.25 to 1 for the most recently completed Fixed Charge Coverage Calculation Period twelve month period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period (calculated on a pro forma basis in a manner acceptable to the Administrative Agent) such distribution dividends and distributions occurred on the first day of such applicable period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B3) immediately after giving effect to the payment of any such paymentdividends and distributions and for the next succeeding twelve month period, US Availability is will not be less than $15,000,000, 40,000,000 on a pro forma basis (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends calculated in a like amount manner acceptable to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, the Administrative Agent and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries assuming all past due accounts payable of the US Borrower Borrowers have been paid in full in cash at the time of such payment and UK Borrower may pay dividends ratably no accounts payable of the Borrowers are allowed to the holders of their Equity Interestsbecome past due during such twelve month period thereafter).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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 Borrower and Holdings may declare and pay distributions dividends with respect to its common Equity Interests stock, payable solely in additional shares of its common Equity Interestsstock, and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) Subsidiaries may make Restricted Payments ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests, (iiiii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) make Restricted Payments to the extent necessary to permit Holdings to, and the Borrower or Holdings may make Restricted Payments, in respect of the purchase, repurchase, retirement or other acquisition for value of Equity Interests of Holdings or Crunch LLC owned by employees, former employees, directors, former directors, consultants or former consultants of Holdings, the Borrower or any Subsidiaries pursuant to and in accordance with equity and compensation arrangements, including stock option plans or other benefit plans, in an aggregate amount equal to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees $5,000,000 during any fiscal year (provided that (1) the amount of Restricted Payments permitted to be made in respect of any Loan Party or its Subsidiaries upon fiscal year shall be increased by the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate unused amount of payments under Restricted Payments that were permitted to be made during the two immediately preceding fiscal years and (2) Restricted Payments made pursuant to this clause (A) subsequent in any fiscal year shall be deemed to use, first, the amount for such fiscal year, and second, any amount carried forward to such fiscal year pursuant to the Closing Date preceding clause (net of 1) (it being understood that any proceeds received by Holdings and contributed amounts not used in any fiscal year carried forward pursuant to the US Borrower preceding clause (1) may be carried forward for two fiscal years and the UK Borrower (indirectly, through Pipe and EMCaymanno further), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, plus (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect therefrom, the proceeds of "key-person" life insurance policies with respect to such distributionPerson received by the Borrower or Holdings, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and plus (C) amounts contributed by Holdings in exchange for common equity of the Fixed Charge Coverage Ratio (after giving effect Borrower as a result of sales of Equity Interests to such distribution) would not be less than 1.10 to 1 for employees, officers, directors or consultants of Holdings, the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodBorrower or any Subsidiary, (iv) the US Borrower may pay dividends to Holdings so long as, (A) as no Default has occurred which and is continuingcontinuing or would result therefrom, the Borrower may make Restricted Payments to the extent necessary to permit it or Holdings to, and the Borrower or Holdings may make, payments of or on account of monitoring or management or similar fees payable to the Permitted Investors or their Affiliates in an aggregate amount in any fiscal year not in excess of $1,000,000 (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000plus any reasonable out-of-pocket expenses in connection therewith), (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount make Restricted Payments to Holdings) so long as , and the Borrower or Holdings may make, at such times and in such amounts, Restricted Payments (A) no Default has occurred which is continuingnot exceeding $1,500,000 during any fiscal year, as shall be necessary to permit Holdings and its parent companies to discharge their respective corporate overhead (including franchise taxes and director fees) and permitted liabilities, (B) immediately after giving effect as shall be necessary to such paymentpay any taxes that are due and payable by Holdings as part of a consolidated group that includes the Borrower and (C) as shall be necessary to make any scheduled cash interest and principal payments as and when due in respect of Additional Debt Securities issued by Holdings as permitted under Section 6.01(b)(v), UK Availability is not less than $15,000,000; if any, and (vi) Subsidiaries concurrently with the issuance of Qualified Capital Stock of Holdings, Holdings may redeem, purchase or retire any Equity Interests of Holdings using the US Borrower and UK Borrower may pay dividends ratably to the holders proceeds of, or convert or exchange any Equity Interests of their Equity InterestsHoldings for, such Qualified Capital Stock of Holdings.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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 of Holdings and the Borrower may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common Equity Interestsstock, and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common Equity Interestsstock, (ii) the US Borrower Subsidiaries of Holdings may declare and pay dividends ratably with respect to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ their Equity Interests from present or former directors, officers or employees of to any Loan Party or any wholly-owned Subsidiary of any Loan Party, (iii) the Borrower may make Restricted Payments or make distributions to Holdings, to repurchase, redeem or otherwise acquire for value Equity Interests of Holdings held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or any of its Subsidiaries upon the their death, disability disability, retirement, severance or termination of employment of such director, officer or employee, provided, service; provided that the aggregate amount of consideration paid for all such redemptions and payments under this clause shall not exceed, in any fiscal year, $5,000,000 (A) subsequent in each case, with unused amounts in any fiscal year being carried over to the Closing Date next succeeding fiscal year); (net of any proceeds received by iv) Restricted Payments to Holdings to pay corporate and contributed overhead expense attributable to the US preservation of their existence (including expenses relating to Holdings’ continuing operation as a public company) or ownership of the Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred its Subsidiaries in the ordinary course of business; (v) to the operation extent constituting Restricted Payments, Holdings and any of its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Sections 6.03, 6.04 or 6.09; (vi) the Borrower may make Restricted Payments or make distributions to Holdings, to allow Holdings business (which operation shall be to make regularly scheduled quarterly dividend payments to its shareholders in compliance with Section 6.03), (iii) an amount not to exceed $1,500,000 in the aggregate during any fiscal quarter so long as no Default has shall have occurred which and be continuing on the date that such dividend is continuing, declared to Holdings’ shareholders; provided that any such dividend declared by Holdings shall be made within thirty (30) days of the declaration thereof; (vii) the Loan Parties may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by make other Restricted Payments subject to the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) satisfaction of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result the Payment Conditions after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000Restricted Payment; and (viviii) Subsidiaries the Borrower may make Restricted Payments or make distributions to Holdings, to allow Holdings to pay Taxes arising from the operations of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsits Subsidiaries.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted 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) Holdings each Restricted Subsidiary may declare make Restricted Payments to the Borrower or any other Restricted Subsidiary; provided that in the case of any such Restricted 172 Payment by a Restricted Subsidiary that is not a Wholly Owned Subsidiary of the Borrower, such Restricted Payment is made to the Borrower, any Restricted Subsidiary and pay distributions with respect to its common each other owner of Equity Interests payable solely in additional common of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, ; (ii) the US Borrower and each Restricted Subsidiary may pay dividends declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person (other than Disqualified Equity Interests); (iii) [reserved]; (iv) payments made or expected to be made by Holdings, the Borrower or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise, vesting or settlement of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective controlled Affiliates or permitted transferees) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (v) Restricted Payments to Holdings, and the UK Borrower may pay dividends which Holdings shall use to Pipe redeem, acquire, retire, repurchase or settle its Equity Interests (which may in turn pay dividends in a like amount or any options, warrants, restricted stock or stock appreciation rights or similar securities issued with respect to EMCayman which may in turn pay dividends in a like amount any such Equity Interests) or to Holdings) to the extent necessary to permit service Indebtedness incurred by Holdings to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interest (A) purchase or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests from present or to service Indebtedness incurred by Holdings to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interests or to service Indebtedness incurred to finance the redemption, retirement, acquisition or repurchase of such Equity Interests), held directly or indirectly by current or former directorsofficers, officers managers, consultants, members of the Board of Directors, employees or employees independent contractors (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any Loan Party direct or indirect parent thereof), the Borrower and its Subsidiaries Restricted Subsidiaries, upon the death, disability disability, retirement or termination of employment of any such directorPerson or otherwise in accordance with any stock option or stock appreciation rights plan, officer any management, director and/or employee stock ownership or employeeincentive plan, providedstock subscription plan, that employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Closing Date, together with the aggregate amount of payments under loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (A) subsequent v), not to exceed the greater of $7,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the Closing Date making of such Restricted Payment in any calendar year, with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of $10,500,000 and 15.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Restricted Payment in any calendar year (net without giving effect to the following proviso); provided that such amount in any calendar year may be increased by (1) an amount not to exceed the cash proceeds of any proceeds key man life insurance policies received by the Borrower (or by Holdings and contributed to the US Borrower and the UK Borrower (indirectlyBorrower, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) which amount shall not exceed $2,000,000, (Bincrease the Available Amount) pay management fees to or the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests.Restricted

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Restricted 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) Holdings each of the Loan Parties and the Restricted Subsidiaries may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common shares of its Equity Interests (other than Disqualified Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests), (ii) the US Borrower any Loan Party may pay dividends declare and make Restricted Payments to Holdingsany Loan Party, (iii) any Restricted Subsidiary that is not a Loan Party may declare and the UK Borrower may pay dividends make Restricted Payments to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon other Restricted Subsidiary, (iv) Restricted Payments made by any Loan Party to any non-Loan Party as part of a series of transactions whereby such Restricted Payment is ultimately made to a Loan Party, (v) the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower Loan Parties and the UK Borrower Restricted Subsidiaries may make Restricted Payments, not exceeding $25,000,000 during any fiscal year of Insight, pursuant to and in accordance with equity option plans, equity award plans, or other benefit plans for management or employees of the Loan Parties and their Restricted Subsidiaries (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales including non-cash repurchases of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees deemed to occur upon the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course exercise of equity awards if such Equity Interests represent a portion of the operation of Holdings business (which operation shall be in compliance with Section 6.03purchase price therefor), (iiivi) so long as no Default has occurred which is continuing, Holdings the Loan Parties may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by make other Restricted Payments subject to the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) satisfaction of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) the Payment Conditions immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodRestricted Payment, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdingsvi) so long as no Event of Default has occurred and is continuing or would result therefrom, Insight and its Restricted Subsidiaries may make cash payments in lieu of issuance of fractional shares in connection with the conversion of any convertible Equity Interests of Insight, (viii) Insight may make repurchases of Equity Interests of Insight (A) no Default has occurred which is continuingdeemed to occur on the exercise of stock options or warrants or similar rights if such Equity Interests represent the delivery of a portion of the Equity Interests subject to such options or warrants or similar rights in satisfaction of the exercise price of such stock options, warrants or similar rights (and do not involve cash consideration) or (B) deemed to occur in the case of payment by Insight of withholding or similar Taxes payable by any future, present or former officer, director, employee, consultant or agent (or heirs or other permitted transferees thereof), in connection with the exercise or vesting of stock options, restricted stock warrants or similar rights (in lieu of a portion of the shares that otherwise would be issued upon such exercise or vesting), (ix) Insight may redeem, repurchase, acquire or retire any of its outstanding Qualified Equity Interests upon the exercise, termination or unwind of any Permitted Convertible Debt Hedge Transaction or upon conversion, exchange, repurchase, redemption or retirement of any Convertible Debt Security, (x) Insight may make Restricted Payments (A) in connection with (including, without limitation, purchases of) any Permitted Convertible Debt Hedge Transaction, (B) to settle any Permitted Warrant (I) by delivery of its Qualified Equity Interests, (II) by set-off against the related Permitted Bond Hedge or (III) with cash payments in an aggregate amount not to exceed the aggregate amount of any payments and/or deliveries received pursuant to the settlement of any related Permitted Bond Hedge (subject to any increase in the price of the underlying common stock since the settlement of such Permitted Bond Hedge), (C) to terminate any Permitted Warrant or (D) to terminate any Permitted Share Repurchase Transaction, and (Bxii) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries Insight may make cash payments in lieu of the US Borrower issuance of fractional shares in connection with the exercise, conversion or settlement of any Convertible Debt Hedge Transaction or cash payments on any Convertible Debt Security in accordance with the terms and UK Borrower may pay dividends ratably to conditions set forth in the holders of their Equity Interestsdocuments evidencing such Convertible Debt Security.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor The Borrowers will it permit any Subsidiary to, not 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) Holdings the Borrowers may declare and pay distributions dividends with respect to its common their Equity Interests payable solely in additional common shares of their Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, ; (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings Subsidiary Borrowers may declare and pay partnership distributions dividends with respect to their Equity Interests in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman cash or in compliance with clauses other property (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less other than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to HoldingsInventory) so long as (A) no Default has occurred which is continuingor Event of Default then exists or, after giving effect to such dividend, would arise, and (B) immediately on the date of and after giving effect to such paymentdividend, UK the Excess Availability Threshold is not less satisfied; (iii) the Parent Borrower may declare and pay dividends with respect to its Equity Interests in cash or in other property (other than $15,000,000; Inventory) so long as (A) no Event of Default exists or would arise, and (viB) Subsidiaries on the date of and after giving effect to such dividend, the US Borrower and UK Excess Availability Threshold is satisfied; provided that, notwithstanding anything to the contrary herein, the Parent Borrower may declare and pay dividends ratably with respect to its Equity Interests in cash for the holders fiscal quarters ending on or about May 4, 2020 and August 3, 2020 in an aggregate amount not to exceed $4,000,000 in each fiscal quarter; (iv) the Parent Borrower may repurchase its Equity Interests (a “Repurchase”) as long as (A) no Event of Default then exists or, after giving effect to such Repurchase, would arise, and (B) on the date of and after giving effect to such Repurchase, the Excess Availability Threshold is satisfied. (b) The Borrowers will not at any time, and will not permit any of their Equity Interests.Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 114

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or to make, or agree to make any redemptions or repurchases with respect to its capital stock, or incur any obligation (contingent or otherwise) to do so, except (i) each of Holdings and the Borrower may declare and pay distributions make Restricted Payments and/or redemptions or repurchases with respect to its common Equity Interests payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional shares of such preferred Equity Interests or in shares of its common Equity Interests, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iii) each of Holdings and the US Borrower may make Restricted Payments and/or redemptions or repurchases with respect to its Equity Interests, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings, the Borrower and its Restricted Subsidiaries, (iv) each of Holdings and the Borrower may pay dividends or make distributions to Holdingsthe Persons holding its Equity Interests in an aggregate amount such that such Persons may pay (x) franchise taxes and other fees, taxes and expenses to maintain their legal existence and (y) federal, state and local income taxes to the extent attributable to Holdings and its Subsidiaries or to the Borrower and its Subsidiaries as the case may be, provided that in all events the amounts paid pursuant to clause (y) shall be amounts sufficient to pay the direct obligations of such Persons for such taxes and obligations of the Borrower and Holdings under the Tax Sharing Agreement, provided, however, that (aa) the amounts paid under clause (y) shall not exceed the amount that would be payable, on a consolidated or combined basis, were Holdings the common parent of a separate federal consolidated group or state combined group including the Borrower and its Subsidiaries and (bb) in the case of taxes attributable to the Unrestricted Subsidiary, an amount equal to the amount of such tax payment has been received by the Borrower from the Unrestricted Subsidiary prior to such payment being made; and (v) so long as there exists no Event of Default, each of Holdings and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) or make distributions to the extent necessary to permit Holdings to (A) purchase Holdings’ Persons holding its Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the in an aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings such that such Persons may pay officers, directors and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation business up to a maximum aggregate amount of Holdings business (which operation shall be $2,500,000 in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsany fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Subsidiaries of the US Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings and the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management, employees or Associated Employees (including former employees and former Associated Employees) of Holdings, the Borrower and its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (f) of Section 6.09, do not exceed $10,000,000 in any fiscal year, (iv) provided no Event of Default is continuing or would result therefrom, the Borrower may pay dividends to Holdings (x) within the 30-day period prior to any payment date for interest on Permitted Holdings Debt and any Put Financing Indebtedness of Holdings (contingent or otherwise) in the amount of such interest payment and (y) at any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course (other than payments in respect of Indebtedness or Restricted Payments), (v) provided no Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent, (A) in an aggregate amount not to exceed $5,000,000 during any fiscal year of the Borrower and (B) so long as the Pro Forma RP Coverage Ratio is not less than 1.05 to 1.00 and, if on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, in an aggregate amount not to exceed the Borrower's Portion of Excess Cash Flow for the immediately preceding fiscal year of the Borrower less the amount of any other Designated Excess Cash Expenditures made with such Borrower's Portion of Excess Cash Flow, (vi) Restricted Payments in amounts as shall be necessary to make Tax Payments to the extent not disallowed by Section 6.14; provided that all Restricted Payments made pursuant to this clause (vi) are used by the Parent or Holdings for the purpose specified in clause (vi) within 30 days of receipt thereof, (vii) provided that no Event of Default is continuing or would result therefrom, the Borrower may pay dividends to Holdings, and the UK Borrower may Holdings may, in turn, pay such dividends to Pipe (which may in turn pay dividends in a like amount the Parent to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings enable RHD Corp. to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or repurchase its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings common stock and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to cash dividends on its common stock, in an aggregate amount for the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with preceding clauses (ivA) and (vB) during any fiscal year not to exceed, if the Leverage Ratio (determined on a pro forma basis after giving effect to such Restricted Payment) for the period of this Section 6.08(a)four consecutive fiscal quarters most recently ended on or prior to the date of such Restricted Payment is (w) greater than 4.00 to 1.0, so long as10% of Excess Cash Flow for the previous year, (Ax) greater than 3.50 to 1.0 but less than or equal to 4.00 to 1.0, 20% of Excess Cash Flow for the previous year, (y) greater than 3.00 to 1.0 but less than or equal to 3.50 to 1.0, 30% of Excess Cash Flow for the previous year and (z) less than 3.00 to 1.0, 50% of Excess Cash Flow for the previous year, (viii) provided that no Event of Default has occurred or is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the regularly scheduled cash interest payable during the next period of 30 days on any Put Financing Indebtedness of Parent and any Qualifying Parent Indebtedness, provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by the Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Parent to the payment of such interest when due and (B) in the case of Qualifying Parent Indebtedness, no payment of dividends may be made pursuant to this clause (viii) in respect of the cash interest on such Indebtedness other than Base QPI unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such distributiondividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than 1.75 to 1.00, (ix) the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the amount necessary to repurchase the Existing Parent Notes pursuant to the Change in Control Offers, (x) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings, and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the RHD Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on the outstanding Indebtedness of RHD Corp., provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by RHD Corp. and the proceeds must (except to the extent prohibited by applicable subordination provisions, if any) be applied by RHD Corp. to the payment of such interest when due, (B) immediately no payment of dividends may be made pursuant to this clause (x) in respect of the RHD Allocable Share of cash interest on such Indebtedness other than Base RHD Indebtedness unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such distribution Aggregate Availability dividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than $40,000,000 1.75 to 1.00 and (C) at the Fixed Charge Coverage Ratio time of the incurrence of such Indebtedness (other than Base RHD Indebtedness outstanding on the Restatement Effective Date), and after giving effect thereto, the RHD Leverage Ratio shall not have exceeded 7.25 to such distribution1.00, and (xi) provided that no Event of Default is continuing or would not be less than 1.10 to 1 for result therefrom, the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may from time to time pay cash dividends to Holdings so long asand Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent in an aggregate amount not to exceed $85,000,000; provided, however, that any such dividends are used solely to pay (A) no Default has occurred which is continuingcash interest on any Indebtedness of RHD Corp., and any Put Financing Indebtedness of Parent or any Qualifying Parent Indebtedness, (B) immediately after giving effect Shared Services Payments (notwithstanding the 30-day period payment requirement contained in Section 6.21(c) or referred to such payment, US Availability is not less than $15,000,000, in the definition thereof) or (vC) fees and expenses in connection with the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsParent Acquisition.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests (other than Disqualified Stock) otherwise permitted hereunder, and, (ii) Subsidiaries may declare and pay dividends ratably with respect to its preferred Equity Interests, payable solely in additional preferred or common their Equity Interests, (iiiii) the US Borrower may pay dividends make Restricted Payments pursuant to Holdingsand in accordance with stock option plans and other benefit plans for directors, and officers, employees, advisors or service providers, (iv) the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to make repurchases of its Equity Interests (A) purchase Holdings’ in connection with the exercise or settlement of stock options and other incentive awards, if such Equity Interests from present represent all or former a portion of the exercise price thereof or (B) deemed to occur upon the withholding of a portion of such Equity Interests issued to directors, officers or employees under an equity compensation program of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectlySubsidiaries to cover withholding tax obligations of such persons in respect of such issuance, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iiiv) so long as no Default has shall have occurred which is continuingand be continuing (or shall result from the payment thereof), Holdings the Borrower may declare and pay partnership distributions make additional Restricted Payments, provided that, at the time of the making thereof, the aggregate amount of Restricted Payments made in accordance with its partnership agreement from dividends paid by reliance upon this clause (v) shall not exceed the US BorrowerAvailable Amount at such time; provided further that, UK Borrower, Pipe and EMCayman (1) in compliance with the case of clauses (iv) and (v) of this Section 6.08(a)above, so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) Restricted Payment shall be made unless immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 thereto the sum of (I) the aggregate amount of available and unused Revolving Commitments and (CII) the Fixed Charge Coverage Ratio aggregate amount of unrestricted cash and cash equivalents owned by the Loan Parties on such date free and clear of all Liens (after giving effect other than Liens created under the Loan Documents, Liens constituting Permitted Encumbrances (other than Permitted Encumbrances of the type referred to such distributionin clause (c) would not be less than 1.10 to 1 for or (d) of the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes term “Permitted Encumbrances”) or other nonconsensual Liens arising as a matter of calculating law) shall exceed $50,000,000 and (2) in the Fixed Charge Coverage Ratio for such period such distribution occurred case of dividends declared by the Borrower in reliance on the first day of such period, clause (iv) above, and notwithstanding clause (1) above or the US continuance of a Default, the Borrower may pay any such dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately within 30 days after giving effect to the date of declaration thereof if such payment, US Availability is not less than $15,000,000, (v) payment would have been permitted on the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries date of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsdeclaration thereof.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests (other than Disqualified Stock) otherwise permitted hereunder, and, (ii) Subsidiaries may declare and pay dividends ratably with respect to its preferred Equity Interests, payable solely in additional preferred or common their Equity Interests, (iiiii) the US Borrower may pay dividends make Restricted Payments pursuant to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present accordance with stock option plans or former other benefit plans for directors, officers or employees of the Borrower and the Subsidiaries, in an aggregate amount during any Loan Party or its Subsidiaries upon the deathfiscal year, disability or termination of employment of such director, officer or employee, provided, that taken together with the aggregate amount of payments Restricted Payments made under this clause (Aiv) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectlyduring such fiscal year, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed exceeding $2,000,00015,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iiiiv) so long as no Default has shall have occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement be continuing (or shall result from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(apayment thereof), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long asmake other Restricted Payments in an aggregate amount during any fiscal year, taken together with the aggregate amount of Restricted Payments made under clause (Aiii) no Default has occurred which is continuingduring such fiscal year, and (B) immediately after giving effect to such payment, US Availability is not less than exceeding $15,000,000, (v) the UK Borrower may pay dividends make repurchases of its Equity Interests (A) in connection with the exercise of stock options if such Equity Interests represent all or a portion of the exercise price thereof or (B) deemed to Pipe occur upon the withholding of a portion of such Equity Interests issued to directors, officers or employees under an equity compensation program of the Borrower and the Subsidiaries to cover withholding tax obligations of such persons in respect of such issuance and (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdingsvi) so long as (A) no Default has shall have occurred which is continuingand be continuing (or shall result from the payment thereof), the Borrower may make additional Restricted Payments, provided that, at the time of the making thereof, the aggregate amount of Restricted Payments made in reliance upon this clause (vi) shall not exceed the Available Amount at such time; provided further that, (1) in the case of clauses (iii), (iv) and (Bvi) above, no such Restricted Payment shall be made unless immediately after giving effect to such payment, UK Availability is not less than $15,000,000; thereto the sum of (I) the aggregate amount of available and unused Revolving Commitments and (viII) Subsidiaries the aggregate amount of unrestricted cash and cash equivalents owned by the Loan Parties on such date free and clear of all Liens (other than Liens created under the Loan Documents, Liens constituting Permitted Encumbrances (other than Permitted Encumbrances of the US type referred to in clause (c) or (d) of the term “Permitted Encumbrances”) or other nonconsensual Liens arising as a matter of law) shall exceed $50,000,000 and (2) in the case of dividends declared by the Borrower in reliance on clause (iv) above, and UK notwithstanding clause (1) above or the continuance of a Default, the Borrower may pay any such dividends ratably to within 30 days after the holders date of their Equity Interestsdeclaration thereof if such payment would have been permitted on the date of the declaration thereof.

Restricted Payments; Certain Payments of Indebtedness. (ai) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted 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 (iA) Holdings the Borrower may declare and pay dividend payments or other distributions with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests (other than Disqualified Stock) of the Borrower, and, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its preferred Equity Interest, or make other Restricted Payments in respect of its Equity Interests, payable solely in additional preferred 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), (C) the Borrower may make Restricted Payments, not exceeding $25,000,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock option plans or common other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries (with any unused amount available in the two subsequent fiscal years only), (D) the Borrower may repurchase Equity InterestsInterests (i) upon the exercise of stock options, deferred stock units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares and (ii) in connection with the US Borrower may pay dividends to Holdings, and withholding of a portion of the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present granted or former directorsawarded to a director, officers officer or employees of any Loan Party or its Subsidiaries upon an employee to pay for the death, disability or termination of employment of taxes payable by such director, officer or employeeemployee upon such grant or award, provided, that (E) the aggregate amount Borrower may make cash payments in lieu of payments under this clause (A) subsequent to the Closing Date (net issuance of any proceeds received by Holdings and contributed to fractional shares representing insignificant interests in the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales the exercise of Equity Interests so purchased) shall not exceed $2,000,000warrants, options or other securities convertible into or exchangeable for shares of common stock in the Borrower, (BF) pay management fees each Restricted Subsidiary may make Restricted Payments to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and Borrower or any other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)Restricted Subsidiary, (iiiG) so long as no Event of Default has occurred which and is continuingcontinuing as of the date such dividend is declared (or, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid the case of a Restricted Payment that is necessary or advisable (as determined by the US BorrowerBorrower in good faith) for the consummation of a Limited Condition Transaction, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) no Event of this Section 6.08(aDefault exists as of the date the definitive agreements for such Limited Condition Transaction are entered into), so long asthe Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount; provided, that if such Restricted Payment is made in whole or in part in reliance on the Growth Amount, the Total Net Leverage Ratio shall be no greater than 4.60 to 1.00 on a pro forma basis, (AH) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Event of Default has shall have occurred or is and be continuing or would result therefrom (or, in the case of a Restricted Payment that is 104 necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Transaction, no Event of Default exists as of the date the definitive agreements for such Limited Condition Transaction are entered into) and (2) after giving effect to such distributionRestricted Payment and any related transaction on a pro forma basis the Consolidated Total Net Leverage Ratio shall not exceed 4.00 to 1.00, (BI) immediately after giving effect Restricted Payments made (1) in respect of working capital adjustments or purchase price adjustments pursuant to such distribution Aggregate Availability is not less than $40,000,000 any Permitted Acquisition or other permitted Investment and (C2) the Fixed Charge Coverage Ratio (after giving effect in order to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes satisfy indemnity and other similar obligations in respect of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsany Permitted Acquisition.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, Neither the Borrower nor will it permit any Subsidiary to, will 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests permitted hereunder, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred capital stock, partnership or membership interests or other similar Equity Interests, payable solely or make other Restricted Payments in additional preferred or common respect of its Equity Interests, in each case ratably to the holders of such Equity Interests, (iiiii) the US Borrower 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 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 capital stock in the Borrower, (v) the Borrower may pay the accrued and unpaid dividends on its Existing Preferred Stock upon the consummation of an IPO in an amount not to Holdingsexceed the net cash proceeds of the IPO, and (vi) the UK Borrower may pay dividends make Restricted Payments, not exceeding $2,000,000 in the aggregate for any fiscal year, pursuant to Pipe (which may and in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present accordance with stock option plans or former other benefit plans or agreements for directors, officers or employees of any Loan Party or its the Borrower and the Subsidiaries upon and (vii) following the deathconsummation of an IPO, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), make Restricted Payments so long as, at the time thereof and after giving effect thereto, (A1) no Default has shall have occurred or is continuing or would result after giving effect to such distributionand be continuing, (B2) immediately after giving effect to such distribution Aggregate Availability is the Liquidity shall not be less than $40,000,000 and 20,000,000, (C3) the Fixed Charge Charges Coverage Ratio Ratio, determined (after giving on a pro forma basis to give effect to any Indebtedness incurred in connection with such distributionRestricted Payment) would as of the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the consolidated financial statements referred to in Section 3.04(a)) shall not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating 1.00, (4) the Fixed Charge Charges Coverage Ratio for Ratio, determined (on a projected pro forma basis to give effect to any Indebtedness incurred in connection with such period Restricted Payment based on assumptions believed by the Borrower to be reasonable) as of the end of each of the two consecutive fiscal quarters ending immediately after the date of such distribution occurred Restricted Payment shall not be less than 1.10 to 1.00 and (5) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower certifying that (x) all the requirements set forth in this clause (vii) have been satisfied with respect to such Restricted Payment and (y) based on the first day information then available to the Borrower, the Borrower in good faith expects that Liquidity will not be less than $20,000,000 at any time during the six month period following the declaration and payment of such periodRestricted Payment, in each case together with reasonably detailed calculations in support of the satisfaction of the requirements set forth in clauses (A)(2) and (A)(3) above, (ivB) the US Borrower may pay dividends to Holdings any dividend on its shares of common stock within 60 days of the declaration thereof so long as, as the declaration thereof was made in compliance with the preceding clause (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (vC) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries make cash payments upon conversion of the US Borrower and UK Borrower may pay dividends ratably Permitted Convertible Notes pursuant to the holders of their Equity Intereststerms thereof.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Other than the payment of amounts payable under the Acquisition Documents as consideration for the Acquisition (or paying a dividend to Holdings to enable Holdings to make any such payment), neither Holdings nor the Borrower will, nor will it they permit any Restricted 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments (and the US Borrower may make Restricted Payments to Holdings to enable Holdings to make such Restricted Payments), not exceeding $4,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) the Borrower may pay dividends to HoldingsHoldings at such times and in such amounts, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other reasonable administrative expenses incurred in the ordinary course of its business, (v) Holdings may make Restricted Payments (and the operation Borrower may make Restricted Payments to Holdings to enable Holdings to 109 make such Restricted Payments), not exceeding in any fiscal year the sum of (A) $5,000,000 plus (B) an amount not to exceed an additional $5,000,000 less the amount of Restricted Payments made by Holdings (and the Borrower) in reliance on this clause (v) during the prior fiscal year and not exceeding $20,000,000 in the aggregate from the Effective Date, to repurchase Equity Interests in Holdings owned by employees or former employees of the Borrower or the Subsidiaries pursuant to the terms of agreements (including employment agreements) with such employees, (vi) the Borrower may make Restricted Payments to Holdings to enable Holdings to pay management fees pursuant to the Management Agreement that are permitted to be paid pursuant to clause (c) of Section 6.09, (vii) the Borrower may make Restricted Payments to Holdings, and any Restricted Subsidiary may make Restricted Payments to any Restricted Subsidiary, the Borrower or to Holdings to pay any Tax with respect to income attributable to the party making such Restricted Payments as the result of such party being a member of a consolidated, affiliated or unitary group (for tax purposes) that includes Holdings as its parent, (viii) the Borrower may make Restricted Payments to Holdings at such times and in such amounts (but not prior to the fifth anniversary of the date of issuance of the Holdings Discount Notes) as shall be necessary to enable Holdings (A) on the fifth anniversary of the date of issuance of the Holdings Discount Notes, to redeem the amount of Holdings business Discount Notes equal to the Holdings Discount Notes Redemption Amount and (which operation shall be B) after such fifth anniversary, to make interest payments in cash on such Holdings Discount Notes as and when due; provided, that at the time of and after giving effect to each Restricted Payment made in reliance upon this clause (viii), the Borrower and its Restricted Subsidiaries are in compliance with Section 6.03)the covenants contained in Sections 6.12 and 6.13 as of the end of the most recent fiscal quarter for which financial statements are available assuming that Total Debt or Total Senior Debt, as applicable, as of the last day of such quarter had been equal to the Total Debt or Total Senior Debt, as applicable, as of the date of such Restricted Payment after giving effect to such Restricted Payment, and (ix) Holdings and the Borrower may make additional Restricted Payments for the purposes contemplated by clauses (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and through (v) of this Section 6.08(a), so long as, ) in an aggregate amount not to exceed $10,000,000 from the Effective Date; provided that any 110 Restricted Payment otherwise permitted by clause (Aiii) no Default has occurred or is continuing or would result and clauses (v) through (ix) above shall not be permitted if at the time thereof and after giving effect thereto a Default shall have occurred and be continuing; provided further, that the provisions of clauses (iii) through (ix) above that permit certain dividends or other Restricted Payments to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would Holdings shall not be less than 1.10 construed to 1 for permit the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes payment of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day dividends or other Restricted Payments to any other holder of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries Equity Interests of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsBorrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted 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 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 Section 6.04(m), (n), (q), (t), (u) and (y)) (iii)so long as no Event of Default has occurred and is continuing, Restricted Payments made in connection with any Permitted Receivables Financing; (iv) Holdings and the 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 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 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 its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) such portion shall be allowed only to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party actual cash is received by the Borrower or its Subsidiaries upon the death, disability or termination of employment of Restricted Subsidiary from such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, Unrestricted Subsidiary; (B) the proceeds of which shall be used by such Parent Entity to pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C1) pay corporate overhead expenses and other 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 operation ordinary course of business, (2) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of Holdings business (which operation 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 in compliance with permitted to be paid directly by the Borrower or the Restricted Subsidiaries pursuant to Section 6.036.09(iii), (iiiv) 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 which and is continuingcontinuing (or would occur after giving pro forma effect to such action) (for the avoidance of doubt, Holdings 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 occur after giving pro forma effect to such action) and (y) after giving pro forma effect to such Restricted Payment on a pro forma basis as of the last day of the Test Period most 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 prior to such date pursuant to 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 avoidance of doubt, no Restricted Payment shall be made in reliance on 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 this clause (viii) during the Suspension Period); (ix) redemptions in whole or in part of 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 declare make Restricted 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 pay partnership distributions (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 make required cash interest payments on convertible Indebtedness in accordance with its partnership agreement 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 to exceed 6.0% per annum of the aggregate amount of proceeds from dividends paid by such IPO received by, or contributed to, the US BorrowerBorrower or any Restricted Subsidiary; provided that, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day date of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries declaration of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests.any

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Level 3 nor the Borrowers will, nor will it they permit any Restricted 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) Holdings Level 3 may declare and pay distributions dividends with respect to its common Equity Interests Capital Stock payable solely in additional shares of its common Equity Interests, and, with respect to stock or its preferred Equity Interests, payable solely in additional preferred Non-Cash Pay Preferred Stock and Level 3 may issue shares of common stock or common Equity InterestsNon-Cash Pay Preferred Stock upon conversion or repurchase of any convertible Indebtedness (including the 6.0% Convertible Subordinated Notes Due 2009) of Level 3, (ii) Restricted Subsidiaries may declare and pay dividends ratably to holders of their Capital Stock (other than Level 3), (iii) Xxxxx 0 may make Restricted Payments, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Level 3 and the US Borrower Restricted Subsidiaries from Equity Proceeds and Conversion Proceeds received after the date hereof and not applied to any other Designated Equity Proceeds Use and, to the extent not made with such Equity Proceeds and Conversion Proceeds, in an aggregate amount not in excess of $3,000,000 during any 12-month period, (iv) Restricted Subsidiaries may pay dividends to HoldingsLevel 3 at such times and in such amounts as shall be necessary to permit Level 3 to pay administrative expenses attributable to the operations of the Restricted Subsidiaries, and the UK Borrower (v) Restricted Subsidiaries may pay dividends to Pipe (which may Level 3 at such times and in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to such amounts as are sufficient for Level 3 (A) purchase Holdings’ Equity Interests from present or former directorsto make the timely payment of interest, officers or employees premium (if any) and principal (whether at stated maturity, by way of a sinking fund applicable thereto, by way of any Loan Party mandatory redemption, defeasance, retirement or its Subsidiaries repurchase thereof, including upon the deathoccurrence of designated events or circumstances or by virtue of acceleration upon an event of default, disability or termination by way of employment redemption or retirement at the option of such directorthe holder of the Indebtedness under the Level 3 Indentures or senior, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received unsubordinated Permitted Debt permitted by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCaymanSection 6.01(a)(ii), as applicable, subsequent including pursuant to offers to purchase) according to the Closing Date in connection with resales terms of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly Level 3 Indentures or such senior unsubordinated Permitted Debt permitted by Section 6.09; 6.01(a)(ii), as applicable, and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iiiB) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing exists or would result after giving effect therefrom, to make timely payment of interest on subordinated Permitted Debt permitted by Section 6.01(a)(ii), provided that the payment of such interest is not, at the time such dividend is paid, prohibited by the subordination provisions applicable to such distributionPermitted Debt, (Bvi) immediately Level 3 may pay cash dividends on its preferred stock in a cumulative amount not in excess of the Equity Proceeds and Conversion Proceeds received after giving effect the date hereof which have not been applied to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodany other Designated Equity Proceeds Use, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdingsvii) so long as (A) no Default has occurred which is continuing, exists and (B) immediately after giving effect Level 3's Leverage Ratio did not exceed 4.0 to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries 1.0 as of the US Borrower and UK Borrower most recent date for which financial statements have been delivered pursuant to Section 5.01(a) or (b), Xxxxx 0 may make Restricted Payments in any year in an aggregate amount not to exceed 50% of Combined Net Income for the prior fiscal year, (viii) Restricted Subsidiaries may pay dividends ratably to Level 3 at such times and in such amounts as shall be necessary to permit Xxxxx 0 to make Restricted Payments then being made in compliance with clauses (iii), (vi), and (vii) of this Section 6.08(a) and to make the holders cash payments referred to in clause (iv) of their Equity Intereststhe exceptions to Section 6.08(b) and (ix) Level 3 may make cash payments in an aggregate amount not to exceed $20,000,000 for fractional shares in connection with a reverse stock split of the common stock of Level 3 or for fractional shares in connection with the conversion of preferred stock of Xxxxx 0 xxxx xxxxxx xxxxx xx Xxxxx 0.

Restricted Payments; Certain Payments of Indebtedness. (a) No The Loan Party willParties will not, nor and will it not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Default or incur any obligation (contingent Event of Default exists or otherwise) would reasonably be expected to do so, except result therefrom (i) Holdings the Subsidiaries of the Lead Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity Intereststheir capital stock to any Loan Party which is a parent of such Subsidiary (other than to the Rite Aid East Coast Subsidiaries) whether or not a Default or Event of Default exists, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, and (ii) the US Borrower Loan Parties may pay dividends the Kmart Dividend to Holdings, and the UK Borrower may pay dividends to Pipe (which may Kmart Corporation in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) each fiscal year to the extent necessary legally required pursuant to permit Holdings to the terms of the existing Kmart Agreement; provided (A) no Kmart-Related Default or Event of Default under Section 8.1(a) then exists, and (B) such Kmart Dividend is legally declared and lawful under applicable law and is not declared until after March 20 in any fiscal year, and (iii) the Lead Borrower may declare and pay cash dividends on its public common capital stock and/or repurchase its public common capital stock and/or redeem preferred stock at a $.01 purchase Holdings’ Equity Interests from present or former directorsprice per share pursuant to the Shareholder Rights Plan in bona fide arms length transactions, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, provided that (A) the aggregate amount of payments such Restricted Payments under this clause subsection (Aiii) subsequent will not exceed, in the aggregate, as of the incurrence of such payment or purchase, the sum of (1) $25,000,000 plus (2) 25% of Consolidated Net Income, after deducting payments to minority interests and accruals relating thereto since the Closing Date, of the Lead Borrower and its Subsidiaries for each fiscal quarter from the Closing Date (net through the date of any proceeds received by Holdings such payment or purchase; and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; only if both before and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distributionRestricted Payment under this subsection (iii), (B) immediately after giving effect Excess Availability shall be equal to such distribution Aggregate Availability is not less or greater than $40,000,000 on the date of such Restricted Payment and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 on a pro forma basis for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for twelve-month period immediately succeeding such period such distribution occurred on the first day of such period, Restricted Payment. (ivb) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuingThe Loan Parties will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (Bwhether in cash securities or other property) immediately after giving effect of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness to the extent such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000payments are permitted by Section 7.1; and (viii) Subsidiaries refinancings of the US Borrower and UK Borrower may pay dividends ratably Indebtedness described in clause (i), above, to the holders of their Equity Interests.extent permitted by Section 7.1. SECTION 7.7

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither the Parent nor the Borrower will, nor will it they permit any 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) Holdings the Parent may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common shares of its Equity InterestsInterests permitted hereunder, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred Equity Interests, payable solely in additional preferred or common ratably to the holders of such Equity Interests, (iiiii) the US Borrower Parent may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ repurchase its Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination exercise of employment stock options if such Equity Interests represent a portion of the exercise price of such directoroptions, officer or employee, provided, that (iv) the aggregate amount Parent may make cash payments in lieu of payments under this clause (A) subsequent to the Closing Date (net issuance of any proceeds received by Holdings and contributed to fractional shares representing insignificant interests in the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date Parent in connection with resales the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests so purchased) shall not exceed $2,000,000in the Parent, (Bv) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred 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 operation foregoing) of Holdings business 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 operation shall be in compliance with Section 6.03)used to pay customary salary, (iii) so long as no Default has occurred which is continuing, Holdings may declare bonus and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) other benefits payable to officers and (vvii) of this Section 6.08(a), so long as, the Parent may make Restricted Payments in cash if at the time thereof and after giving effect thereto (A) no Default has shall have occurred or is continuing or would result after giving effect to such distributionand be continuing, (B) immediately after giving effect to such distribution Aggregate Availability the Minimum Ratings Requirement is not less than $40,000,000 satisfied and (C) the Fixed Charge Coverage Ratio aggregate amount of all such Restricted Payments made after the Restatement Effective Date shall not exceed the sum of (after giving effect to 1) $2,500,000, during the period commencing on the Restatement Effective Date and ending on December 31, 2009, or $10,000,000 during any fiscal year ending thereafter; provided that, if the aggregate amount of all Restricted Payments made during such distribution) would not be period or fiscal year, as the case may be, commencing with the period ending December 31, 2009, or any fiscal year thereafter, is less than 1.10 to 1 for $2,500,000 or $10,000,000, respectively (and if, as of the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first last day of such periodperiod or fiscal year the Minimum Ratings Requirement is satisfied), (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower difference between the aggregate amount of such Restricted Payments and UK Borrower $2,500,000 or $10,000,000, as the case may pay dividends ratably be, may be carried forward to the holders next succeeding fiscal year and the aggregate amount of their Equity Interestsall such Restricted Payments permitted in such succeeding fiscal year shall be increased by the amount of such difference plus (2) if positive, the Cumulative Income Amount.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any other Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur enter into any obligation (contingent or otherwise) transaction the economic effect of which is substantially similar to do soany Restricted Payment, except (i) Holdings and the Borrower may declare and pay distributions dividends with respect to its common Equity Interests their capital stock payable solely in additional shares of their respective common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Restricted Subsidiaries (other than the US Borrower Borrower) may declare and pay dividends ratably with respect to Holdingstheir capital stock, (iii) Holdings may make Restricted Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present accordance with stock option plans or former directors, officers other benefit plans for management or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower Restricted Subsidiaries; (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iiiiv) so long as no Default has shall have occurred which is continuingand be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the extent permitted hereunder, its permitted liabilities; (v) on and after the Leverage Target Date, Holdings may declare and pay partnership distributions dividends in accordance cash with respect to its partnership agreement from convertible preferred stock outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding 94 $40,000,000 in any fiscal year and the Borrower may declare and pay dividends paid by the US Borrower, UK Borrower, Pipe to Holdings to permit Holdings to declare and EMCayman in compliance with clauses (iv) pay such dividends and (vvi) at any time after the consummation of this Section 6.08(a)the Structured Note Financing, the Borrower may declare and pay a dividend to Holdings so long asas (x) the aggregate amount of such dividend shall not exceed the principal amount of the Structured Note Bridge Indebtedness outstanding at the time such dividend is paid plus accrued interest thereon, (Ay) no Default has occurred or and is continuing or would result after giving effect to such distribution, therefrom and (Bz) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) upon receipt thereof, Holdings shall apply all of the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day proceeds of such period, (iv) dividend to repay in full the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsStructured Note Bridge Indebtedness then outstanding.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Parent Borrower will not, nor and will it not permit any 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) Holdings Wholly Owned Subsidiaries may declare and pay distributions dividends with respect to its common their Equity Interests payable solely in additional common Equity Interests, and, and Subsidiaries that are not Wholly Owned Subsidiaries may declare and pay dividends ratably with respect to its preferred Equity Interests, payable solely in additional preferred or common their Equity Interests, (ii) the US Parent Borrower may, subject to Section 6.02, make dividends with respect to its Equity Interests consisting solely of additional Equity Interests permitted hereunder and (iii) the Parent Borrower may pay dividends make Restricted Payments to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers management or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Parent Borrower and the UK Borrower Subsidiaries or their Permitted Transferees (indirectly, through Pipe and EMCayman), as applicable, subsequent defined in the Stockholders Agreement) in an aggregate amount not to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,0001,000,000 during the term of this Agreement, (B) pay management fees pursuant to and in accordance with the JCP Parties expressly permitted by Section 6.09Stockholders Agreement, employment agreements, stock option plans or agreements or other benefit plans or agreements; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as provided that no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 therefrom; and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Parent Borrower may pay dividends to Holdings so long asrepurchase or otherwise acquire from any holder thereof shares of Qualified Preferred Stock for consideration consisting solely of (x) Qualified Preferred Stock, (Ay) cash in an aggregate amount not greater than the amount of Net Proceeds received from a substantially concurrent issuance of Qualified Preferred Stock or (z) a combination of the Qualified Preferred Stock described in clause (x) and the cash described in clause (y); provided that no Default has occurred which and is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestscontinuing or would result therefrom.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Subsidiaries of the US Borrower may declare and pay dividends ratably with respect to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)their capital stock, (iii) so long as provided no Event of Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect therefore, Holdings and the Borrower may make Restricted Payments pursuant to such distributionand in accordance with stock option plans or other benefit plans for management or employees of Holdings, the Borrower and its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (Bf) immediately after giving effect to such distribution Aggregate Availability is of Section 6.09, do not less than exceed $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period15,000,000 in any fiscal year, (iv) provided no Event of Default is continuing or would result therefrom, the US Borrower may pay dividends to Holdings so long asat any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course (other than payments in respect of Indebtedness or Restricted Payments), (Av) provided no Event of Default has occurred which is continuingcontinuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent (Bx) immediately if the Leverage Ratio (determined on a pro forma basis after giving effect to such paymentRestricted Payment) as of the last day of the period of four consecutive fiscal quarters most recently ended on or prior to the date of such Restricted Payment is less than 4.00 to 1.00 or (y) otherwise, US Availability in an aggregate amount not to exceed 50% of Quarterly Excess Cash Flow with respect to each fiscal quarter of the Borrower ending on or after September 30, 2007 in which Quarterly Excess Cash Flow is not greater than $0 minus 100% of the absolute value of Quarterly Excess Cash Flow with respect to each fiscal quarter of the Borrower ending on or after September 30, 2007 in which Quarterly Excess Cash Flow is less than $15,000,0000 minus the amount of any other Designated Excess Cash Expenditures made with such Quarterly Excess Cash Flow, (vvi) Restricted Payments in amounts as shall be necessary to make Tax Payments; provided that all Restricted Payments made pursuant to this clause (vi) are used by the UK Parent or Holdings for the purpose specified in this clause (vi) within 30 days of receipt thereof, (vii) provided no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Pipe Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the regularly scheduled cash interest payable during the next period of 30 days on any Qualifying Parent Indebtedness (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as including Base Ultimate Parent QPI and Base Parent QPI), provided, however, that (A) no Default has occurred which any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is continuingrequired to be paid by the Parent or the Ultimate Parent, as applicable, and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Parent or the Ultimate Parent, as applicable, to the payment of such interest when due, (B) immediately no payment of dividends may be made pursuant to this clause (vii) in respect of Indebtedness of the Parent or Ultimate Parent, as applicable, unless at the time of the incurrence of such Indebtedness (other than Base Parent QPI or Base Ultimate Parent QPI outstanding on the Closing Date), and after giving effect thereto, the QPI Issuance Conditions were satisfied, (C) no dividends may be made pursuant to this clause (vii) in respect of the Indebtedness described in clause (a)(ii) of the definition of Existing Parent Indebtedness and (D) the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to the payment of any such payment, UK Availability is not less than $15,000,000; dividends pursuant to this clause (vii) and (viviii) Subsidiaries provided no Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent in an aggregate amount not to exceed $10,000,000 during any fiscal year of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsBorrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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 of Holdings and the Borrower may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common Equity Interestsstock, and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common Equity Interestsstock, (ii) the US Borrower Subsidiaries of Holdings may declare and pay dividends ratably with respect to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ their Equity Interests from present or former directors, officers or employees of to any Loan Party or any wholly-owned Subsidiary of any Loan Party, (iii) the Borrower may make Restricted Payments or make distributions to Holdings, to repurchase, redeem or otherwise acquire for value Equity Interests of Holdings held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or any of its Subsidiaries upon the their death, disability disability, retirement, severance or termination of employment of such director, officer or employee, provided, service; provided that the aggregate amount of consideration paid for all such redemptions and payments under this clause shall not exceed, in any fiscal year, $5,000,000 (A) subsequent in each case, with unused amounts in any fiscal year being carried over to the Closing Date next succeeding fiscal year); (net of any proceeds received by iv) Restricted Payments to Holdings to pay corporate and contributed overhead expense attributable to the US preservation of their existence (including expenses relating to Holdings’ continuing operation as a public company) or ownership of the Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred its Subsidiaries in the ordinary course of business; (v) to the operation extent constituting Restricted Payments, Holdings and any of its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Sections 6.03, 6.04 or 6.09; (vi) the Borrower may make Restricted Payments or make distributions to Holdings, to allow Holdings to make regularly scheduled quarterly dividend payments to its shareholders in an amount not to exceed the greater of (x) $10,000,000 during any Test Period after giving pro forma effect to such quarterly dividend or (y) $0.15 per issued share of common stock of Holdings business (which operation shall be in compliance with Section 6.03)that is outstanding on the date such quarterly dividend is made, (iiivii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) or Event of this Section 6.08(a), so long as, (A) no Default has occurred or and is continuing or would result after giving pro forma effect thereto, other Restricted Payments made after the Effective Date by Holdings and/or any of its Subsidiaries in an aggregate outstanding amount not to exceed the portion, if any, of the Available Amount on such distribution, date that the Borrower elects to apply to this clause (Bvii); (viii) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes Holdings and/or any of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower its Subsidiaries may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) make additional Restricted Payments so long as (Ai) the Total Net Leverage Ratio, calculated on a pro forma basis, would not exceed 1.50:1.00 and (ii) no Default or Event of Default has occurred which and is continuing, and (B) immediately continuing after giving pro forma effect to such payment, UK Availability is not less than $15,000,000Restricted Payment; and (viix) Subsidiaries the Borrower may make Restricted Payments or make distributions to Holdings, to allow Holdings to pay Taxes arising from the operations of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsits Subsidiaries.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, and Holdings will not permit Public Sector 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) Holdings each Restricted Subsidiary may declare make Restricted Payments to the Borrower or any other Restricted Subsidiary; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a Wholly Owned Subsidiary of the Borrower, such Restricted Payment is made to the Borrower, any Restricted Subsidiary and pay distributions with respect to its common each other owner of Equity Interests payable solely in additional common of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, ; (ii) the US Borrower and each Restricted Subsidiary may pay dividends declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (iii)Restricted Payments made on or substantially contemporaneously with the Effective Date to consummate the Transactions, including to finance the payment of Transaction Costs; (iv) repurchases of Equity Interests in Holdings (or any direct or indirect parent of Holdings), and any Intermediate Parent, the UK Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options, restricted stock units 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, units or warrants or other incentive interests; (v) Restricted Payments to Holdings or any Intermediate Parent, which Holdings or such Intermediate Parent may pay dividends use to Pipe redeem, acquire, retire, repurchase or settle its Equity Interests (which may in turn pay dividends in a like amount or any options, warrants, restricted stock or stock appreciation rights or similar securities issued with respect to EMCayman which may in turn pay dividends in a like amount any such Equity Interests) or to Holdings) service Indebtedness incurred by Holdings or any Intermediate Parent to finance the extent necessary redemption, acquisition, retirement, repurchase or settlement of such Equity Interest (or make Restricted Payments to permit Holdings to (A) purchase allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests from present or to service Indebtedness incurred by Holdings or any Intermediate Parent to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interests or to service Indebtedness incurred to finance the redemption, retirement, acquisition or repurchase of such Equity Interests), held directly or indirectly by current or former directorsofficers, officers managers, consultants, members of the Board of Directors, employees or employees independent contractors (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any Loan Party direct or indirect parent thereof), any Intermediate Parent, the Borrower and its Subsidiaries Restricted Subsidiaries, upon the death, disability disability, retirement or termination of employment of any such directorPerson or otherwise in accordance with any stock option or stock appreciation rights plan, officer any management, director and/or employee stock ownership or employeeincentive plan, providedstock subscription plan, that employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings loans and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends advances to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests.or any Intermediate Parent made

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Parent Borrower will not, nor will it permit any 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) Holdings the Parent Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity Interests of the same class (or any other Equity Interests of the Parent Borrower otherwise permitted to be issued hereunder) or 116 options, warrants or other rights to purchase such Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, ; (ii) the US Parent Borrower may declare and pay dividends a dividend or make a distribution to Holdingsthe owners of its Equity Interests of all the Equity Interests in, or all or substantially all the assets of, any Subsidiary, provided that (A) immediately -------- prior to the payment of such dividend or distribution the Parent Borrower or its Subsidiaries are permitted to sell, transfer or otherwise dispose of such Equity Interests or assets pursuant to Section 6.05, (B) such Equity Interests or assets are sold by such Permitted Holders immediately after the payment of such dividend or the making of such distribution, (C) all Net Proceeds from such sale are contributed by such Permitted Holders to the Parent Borrower as common equity immediately after the receipt thereof and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to HoldingsD) to the extent necessary to permit Holdings to (A) purchase Holdings’ the sale, transfer or other disposition of such Equity Interests from present or former directorsassets would have constituted a Prepayment Event if sold, officers transferred or employees otherwise disposed of any Loan Party by the Parent Borrower or its Subsidiaries upon the deatha Subsidiary, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation Net Proceeds shall be in compliance with applied pursuant to Section 6.032.11(c), ; (iii) so long as no Default has occurred which is continuing, Holdings Subsidiaries may declare and pay partnership distributions in accordance dividends ratably with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses respect to their Equity Interests; (iv) the Parent Borrower may pay Tax Distributions so long as the Parent Borrower is treated as a pass-through entity for United States Federal income tax purposes; and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Parent Borrower may pay dividends make any payments then required to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably be paid pursuant to the holders of their Equity InterestsCHD Agreements and the Xxxxx Agreements, unless otherwise prohibited by Section 6.15.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Transaction Parties will not, nor and will it not permit any 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) Holdings the Transaction Parties may declare and pay distributions dividends with respect to its common Equity Interests their capital stock payable solely in additional shares of their common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) the US Borrower Subsidiaries may declare and pay dividends ratably with respect to their capital stock and the Subsidiaries other than the Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Borrower Subsidiaries in an amount not exceeding during any fiscal year of Holdings (A) $2,000,000 plus (B) the amount by which (x) the product of $2,000,000 and the number of complete fiscal years during the period from and after September 26, 1997, to but excluding the date of such Restricted Payment exceeds (y) the amount of all such Restricted Payments made during such fiscal years plus (C) the aggregate cash consideration received by the Borrower during the period from and after September 26, 1997, to but excluding the date of such Restricted Payment from the sale or issuance of common stock to management or employees of the Borrower to the extent such cash consideration was not previously taken into account in connection with any Restricted Payment under this clause (iii), provided all such Restricted Payments made under this clause (iii) shall not exceed $8,000,000 in the aggregate plus any amounts permitted under sub-clause (iii) (C) during the term of this Agreement, (iv) the Borrower and Hechinger Stores may pay dividends or make loans to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) Hechinger to the extent necessary to permit Holdings enable Hechinger to (A) redeem or purchase Holdings’ Equity Interests from present or former directors, officers or employees any portion of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, Existing Hechinger Public Debt to the extent that the aggregate amount of payments under this Borrower or Hechinger Stores would have been permitted to redeem or repurchase such Existing Hechinger Public Debt pursuant to clause (Ab) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) below and (v) any of this Section 6.08(a), so long as, (A) no Default has occurred the Transaction Parties or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower Subsidiaries may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, enable payment of fees and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries other amounts owing under any of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Intereststransactions specified in Schedule 6.08.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willHoldings will not, nor and will it not permit any Restricted 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 Restricted Subsidiary may make Restricted Payments to Holdings or any Restricted Subsidiary, provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, such Restricted Payment is made to Holdings, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (ii) Holdings and each Restricted Subsidiary may declare and pay 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 Equity Interests (or any options, warrants, restricted stock or stock appreciation rights or similar securities issued with respect to its common any such Equity Interests) or Indebtedness or to service Indebtedness incurred by Holdings or any direct or indirect parent companies of Holdings to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interest or Indebtedness (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests payable solely in additional common Equity Interests, and, with respect or their Indebtedness or to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit service Indebtedness incurred by Holdings to (A) purchase Holdings’ finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interests from present or Indebtedness or to service Indebtedness incurred to finance the redemption, retirement, acquisition or repurchase of such Equity Interests or Indebtedness), held directly or indirectly by current or former directorsofficers, officers or employees of any Loan Party or its Subsidiaries upon the deathmanagers, disability or termination of employment of such directorconsultants, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course members of the operation Board of Holdings business (which operation shall be in compliance with Section 6.03)Directors, (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred employees or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests.independent

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings the Subsidiaries may declare and pay distributions dividends ratably with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common their Equity Interests, (ii) Holdings may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, Holdings may and the US Borrower may, or may make Restricted Payments to Holdings so that Holdings may, make Restricted Payments not exceeding (A) $24,000,000 for the period commencing on the Effective Date and ending on the one-year anniversary of the Effective Date and (B) $9,000,000 for each year thereafter (in each case excluding salaries and bonuses) (plus, for purposes of clause (y) below, commencing with the year ending on the third anniversary of the Effective Date, an amount equal to 50% of any such amount permitted without giving effect to this parenthetical in the immediately preceding year but not so utilized; provided, that such Restricted Payments made during any year shall be deemed made first in respect of the amount permitted for such year and second in respect of the amount carried over from the prior year pursuant to this parenthetical) (x) pursuant to and in accordance with shareholders’ agreements, stock option or other equity-based incentive plans or other benefit plans approved by Holdings’ or the Borrower’s board of directors (or substantially equivalent governing body) for management or employees of the Borrower and the Subsidiaries and/or (y) to current or former employees or directors on account of purchases or redemptions of stock, warrants or options (or similar rights) of Holdings (or any direct or indirect parent of Holdings) held by such Person (or a permitted transferee of such person), (iv) the Borrower may pay dividends make Restricted Payments to Holdings, and Holdings may make Restricted Payments to RPH, at such times and in such amounts (A) as shall be necessary to permit Holdings and RPH to discharge their general corporate, limited liability company and overhead expenses (including franchise taxes and directors fees) incurred in the UK ordinary course and other permitted liabilities (other than, for the avoidance of doubt, to make payments to the Sponsor or any Sponsor Affiliate), (B) to pay the Tax liabilities directly attributable to (or arising solely as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (1) the amount of Restricted Payments pursuant to clause (B) of this clause (iv) shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, and (2) all Restricted Payments made to Holdings and RPH pursuant to this clause (iv) are used by Holdings and RPH for the purposes specified herein within five Business Days after Holdings’ or RPH’s receipt thereof, (v) the Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) make Restricted Payments to the extent necessary to permit Holdings to make payments (Aor make Restricted Payments intended to be used to make payments) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net Sponsor or Sponsor Affiliates of any proceeds received by Holdings or on account of reimbursement of reasonable costs, expenses, indemnities and contributed to the US Borrower payment of monitoring, management or similar fees and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management transaction fees to the JCP Parties expressly extent permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.036.09(b), provided that no Event of Default shall have occurred and be continuing or would result therefrom, (iiivi) so long as no Event of Default has or Default shall have occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is be continuing or would result after giving effect to such distributiontherefrom, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 Holdings may and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodBorrower may, (iv) the US Borrower or may pay dividends make Restricted Payments to Holdings so long asthat Holdings may, make Restricted Payments in an amount not exceeding the sum of (Ax) no Default has occurred which is continuing$48,000,000, commencing after the first anniversary of the Effective Date, during the term of this Agreement, and (By) immediately the amount of any equity contributions made to Holdings (the proceeds of which are contributed to the Borrower as common equity (excluding the proceeds of any Specified Equity Contribution)) (less any amount used to make prepayments or early redemptions or acquisitions for value of or in respect of the principal amount of or interest on any Indebtedness pursuant to Section 6.08(b)(v) after giving effect the Effective Date and on or prior to the date such payment, US Availability Restricted Payment is not less than $15,000,000made), (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdingsvii) so long as (A) no Default or Event of Default has occurred which and is continuing, continuing and (B) immediately after giving effect the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered (or are required to such payment, UK Availability be delivered) pursuant to Section 5.01 to the Administrative Agent is not less than $15,000,000; or equal to [ ], other Restricted Payments in an amount not exceeding the Available Basket Amount on the date that such Restricted Payments are made, (viii) repurchases of capital stock of Holdings deemed to occur upon the exercise of options, warrants or similar rights solely to the extent that shares of such capital stock represent a portion of the exercise price of such options, warrants or similar rights and (viix) Subsidiaries the making of cash payments in lieu of the US issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of Holdings. Notwithstanding any other provision of this Agreement, in the event that the Borrower and UK Borrower may pay dividends ratably or any Subsidiary makes any investment in Holdings pursuant to Section 6.04(p) in lieu of making a Restricted Payment permitted under any clause of the holders immediately preceding sentence, the amount of their Equity InterestsRestricted Payments permitted under such clause of the immediately preceding sentence shall be automatically decreased by the amount of such investment.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any 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 Holdings and the Borrower may declare and pay dividends with respect to its common stock, payable solely in additional shares of its common stock, and Holdings may declare and pay distributions with respect to its common Equity Interests payable solely in additional common Equity Interests, and, dividends with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common Equity Interestsstock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the US Borrower may pay dividends make Restricted Payments to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary Holdings to permit Holdings to (A) purchase Holdings’ Equity Interests from present make payments pursuant to and in accordance with stock option plans or former directors, officers other benefit plans for management or employees of any Loan Party or its Subsidiaries upon Holdings, the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent Subsidiaries in an aggregate amount not to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,0007,500,000 during any fiscal year, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iiiiv) so long as no Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings to permit Holdings to make payments of or on account of monitoring or management or similar fees payable to the Permitted Investors in an aggregate amount in any fiscal year not in excess of $500,000 (plus any reasonable out-of-pocket expenses in connection therewith), (v) Holdings may (A) redeem the Qualified Preferred Stock pursuant to a conversion into common stock of Holdings and (B) make any Restricted Payments in connection with such conversion, in each case, in accordance with the terms of the Qualified Preferred Stock, (vi) the Borrower may make Restricted Payments to Holdings at such times and in such amounts (A) not exceeding $3,000,000 during any fiscal year, as shall be necessary to permit Holdings to discharge its corporate overhead (including franchise taxes and directors fees) and other permitted liabilities and to make payments permitted by Section 6.09 and (B) as shall be necessary to pay any taxes that are due and payable by Holdings as part of a consolidated group that includes the Borrower, to the extent that such taxes relate to the operations of the Borrower and the Subsidiaries, (vii) the holders of the Existing Preferred Stock may receive cash consideration in the Merger in an aggregate amount not to exceed $55,000,000, (viii) so long as no Default shall have occurred and be continuing or would result therefrom, Holdings may repurchase, redeem or retire its outstanding Equity Interests or make other Restricted Payments (and the Borrower may make Restricted Payments the proceeds of which are to be used by Holdings to effect such repurchases, redemptions or retirements) in an aggregate amount not to exceed (A) in the event the Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available is continuinggreater than or equal to 2.00 to 1.00, (x) $10,000,000 minus (y) the aggregate amount of Restricted Payments previously made pursuant to this clause (viii), (B) in the event the Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available is less than 2.00 to 1.00 and greater than or equal to 1.50 to 1.00, (x) $25,000,000 minus (y) the aggregate amount of Restricted Payments previously made pursuant to this clause (viii) and (C) in the event the Net Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available is less than 1.50 to 1.00, (x) $40,000,000 minus (y) the aggregate amount of Restricted Payments previously made pursuant to this clause (viii) and (ix) so long as no Default shall have occurred and be continuing or would result therefrom, Holdings may declare and pay partnership distributions dividends in accordance with respect of the shares of its partnership agreement from dividends paid by common stock (and the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends make Restricted Payments the proceeds of which are used by Holdings to Holdings so long as, (Amake such dividend payments) no Default has occurred which is continuing, and (B) immediately after giving effect in an aggregate amount not to such payment, US Availability is not less than exceed $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests2,000,000 during any fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Subsidiaries of the US Borrower may declare and pay dividends ratably with respect to their capital stock, Holdings and the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management, employees or Associated Employees (including former employees and former Associated Employees) of Holdings, the Borrower and its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (f) of Section 6.09, do not exceed $10,000,000 in any fiscal year, provided no Event of Default is continuing or would result therefrom, the Borrower may pay dividends to Holdings (x) within the 30-day period prior to any payment date for interest on Permitted Holdings Debt and any Put Financing Indebtedness of Holdings (contingent or otherwise) in the amount of such interest payment and (y) at any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course (other than payments in respect of Indebtedness or Restricted Payments), provided no Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent, (A) in an aggregate amount not to exceed $5,000,000 during any fiscal year of the Borrower and (B) so long as the Pro Forma RP Coverage Ratio is not less than 1.05 to 1.00 and, if on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, in an aggregate amount not to exceed the Borrower's Portion of Excess Cash Flow for the immediately preceding fiscal year of the Borrower less the amount of any other Designated Excess Cash Expenditures made with such Borrower's Portion of Excess Cash Flow, Restricted Payments in amounts as shall be necessary to make Tax Payments to the extent not disallowed by Section 6.14; provided that all Restricted Payments made pursuant to this clause (vi) are used by the Parent or Holdings for the purpose specified in clause (vi) within 30 days of receipt thereof, provided that no Event of Default is continuing or would result therefrom, the Borrower may pay dividends to Holdings, and the UK Borrower may Holdings may, in turn, pay such dividends to Pipe (which may in turn pay dividends in a like amount the Parent to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings enable RHD Corp. to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or repurchase its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings common stock and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to cash dividends on its common stock, in an aggregate amount for the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with preceding clauses (ivA) and (vB) during any fiscal year not to exceed, if the Leverage Ratio (determined on a pro forma basis after giving effect to such Restricted Payment) for the period of this Section 6.08(a)four consecutive fiscal quarters most recently ended on or prior to the date of such Restricted Payment is (w) greater than 4.00 to 1.0, so long as10% of Excess Cash Flow for the previous year, (Ax) greater than 3.50 to 1.0 but less than or equal to 4.00 to 1.0, 20% of Excess Cash Flow for the previous year, (y) greater than 3.00 to 1.0 but less than or equal to 3.50 to 1.0, 30% of Excess Cash Flow for the previous year and (z) less than 3.00 to 1.0, 50% of Excess Cash Flow for the previous year, provided that no Event of Default has occurred or is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the East Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on any Put Financing Indebtedness of Parent and any Qualifying Parent Indebtedness, provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by the Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Parent to the payment of such interest when due and (B) in the case of Qualifying Parent Indebtedness, no payment of dividends may be made pursuant to this clause (viii) in respect of the East Allocable Share of cash interest on such Indebtedness other than Base QPI unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such distributiondividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than 1.75 to 1.00, (ix) the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the amount necessary to repurchase the Existing Parent Notes pursuant to the Change in Control Offers, and (x) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings, and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the RHD Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on the outstanding Indebtedness of RHD Corp., provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by RHD Corp. and the proceeds must (except to the extent prohibited by applicable subordination provisions, if any) be applied by RHD Corp. to the payment of such interest when due, (B) immediately no payment of dividends may be made pursuant to this clause (x) in respect of the RHD Allocable Share of cash interest on such Indebtedness other than Base RHD Indebtedness unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such distribution Aggregate Availability dividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than $40,000,000 1.75 to 1.00 and (C) at the Fixed Charge Coverage Ratio time of the incurrence of such Indebtedness (other than Base RHD Indebtedness outstanding on the Restatement Effective Date), and after giving effect thereto, the RHD Leverage Ratio shall not have exceeded 7.25 to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Parent Borrower will not, nor and will it not permit any Restricted 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) Holdings such Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common shares of its Equity Interests, and, ; (ii) (A) the Parent Borrower may declare and pay Restricted Payments to Holdings and (B) Restricted Subsidiaries may declare and pay Restricted Payments with respect to their Equity Interests (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 preferred Equity Interests, payable Interests or on a greater than ratable basis to the extent such greater payments are made solely in additional preferred to the Parent Borrower or common Equity Interests, a Restricted Subsidiary); (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdingsiii) to the extent necessary 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 Holdings to 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 (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees at the time of any Loan Party such repurchase, retirement or its Subsidiaries upon the death, disability other acquisition or termination retirement for value no Event of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distributiontherefrom, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes aggregate amount of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, Restricted Payments made under this clause (v) in any Fiscal Year does not exceed (x) $15,000,000 (the UK “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 may pay dividends 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 Pipe the previous fiscal years shall be deemed to have been utilized first by any Restricted Payments made under this clause (which v) in turn may pay dividends such Fiscal Year) plus (z) an amount equal to the 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 a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000Fiscal Year; and (vi) Subsidiaries the repurchase of Equity Interests of the US 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 Equity Interests; (vii) the Parent Borrower and UK Borrower its Restricted Subsidiaries may pay dividends ratably (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 Equity Interests or any Permitted Acquisition (or similar Investment) or (ii) the holders exercise of their Equity Interests.warrants, options or other securities

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional shares of its common Equity Interests, and, stock; (ii) Subsidiaries of the Borrower may declare and pay dividends ratably with respect to its preferred their Equity Interests; (iii) provided no Default then exists, payable solely in additional preferred or common Equity Interestswould be created thereby, (ii) the US Borrower may pay make Restricted Payments, not exceeding $250,000, in the aggregate, during any fiscal year, pursuant to and in accordance with profit sharing plans for management or employees of the Borrower and its Subsidiaries; (iv) cash dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) with respect to the extent necessary Borrower’s capital stock paid to permit Holdings to Esmark by Borrower, provided that (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon at the death, disability or termination of employment time such dividends are made and immediately after giving effect to the making of such director, officer dividends no Default shall have occurred and be continuing or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000would result therefrom, (B) the proceeds of all such cash dividends shall be used by Esmark solely to pay management fees taxes attributable to the JCP Parties expressly permitted Borrower and its Subsidiaries that are actually due and payable to a Governmental Authority by Section 6.09; the Borrower and (C) pay its Subsidiaries as part of group filing tax returns or a consolidated, combined, unitary or similar basis, and corporate overhead expenses and other expenses of Esmark incurred in the ordinary course of the operation of Holdings business (which operation shall be including expenses incurred in compliance connection with Section 6.03insurance, officer, director and executive employee compensation, legal and accounting services, and the lease or leases of executive office space and the lease or ownership of office equipment therefor), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect aggregate amount of all such cash dividends during any fiscal year of Esmark used to such distribution) would pay corporate overhead expenses of Esmark incurred in the ordinary course of business shall not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, exceed $6,000,000; and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends make a cash dividend to Pipe (which Esmark in turn may pay dividends in a like the amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to proceeds of the holders of their Equity InterestsLoans on the Effective Date in accordance with Section 5.08.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither the Parent nor the Borrower will, nor will it they permit any 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) Holdings the Parent may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common shares of its Equity InterestsInterests permitted hereunder, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred Equity Interests, payable solely in additional preferred or common ratably to the holders of such Equity Interests, (iiiii) the US Borrower Parent may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ repurchase its Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination exercise of employment stock options if such Equity Interests represent a portion of the exercise price of such directoroptions, officer or employee, provided, that (iv) the aggregate amount Parent may make cash payments in lieu of payments under this clause (A) subsequent to the Closing Date (net issuance of any proceeds received by Holdings and contributed to fractional shares representing insignificant interests in the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date Parent in connection with resales the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests so purchased) shall not exceed $2,000,000in the Parent, (Bv) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred 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 operation foregoing) of Holdings business 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 operation shall be in compliance with Section 6.03)used to pay customary salary, (iii) so long as no Default has occurred which is continuing, Holdings may declare bonus and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) other benefits payable to officers and (vvii) of this Section 6.08(a), so long as, the Parent may make other Restricted Payments in cash if at the time thereof and after giving effect thereto (A) no Default has shall have occurred or is and be continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately the aggregate amount of all such Restricted Payments made after giving effect to such paymentJune 30, US Availability is 2011, shall not less than exceed the sum of (1) $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing75,000,000, and (B2) immediately after giving effect if positive, the Cumulative Income Amount, minus (3) the amount of any purchases or redemptions of any Existing Senior Notes made pursuant to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsSection 6.07(b)(iv).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare, pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) Holdings may declare and pay distributions dividends with respect to its common Equity Interests or preferred stock payable solely in additional shares of its common Equity Interests, and, with respect to its or preferred Equity Interests, payable solely in additional preferred or common Equity Interests, stock; (ii) any Subsidiary may make Restricted Payments to the US Borrower, any Subsidiary that is a Loan Party may make Restricted Payments to any other Subsidiary that is a Loan Party, and any Subsidiary that is not a Loan Party may make Restricted Payments to any other Subsidiary; (iii) the Borrower may pay dividends make distributions to Holdings for payment of reasonable out-of-pocket operating and administrative costs and expenses payable by Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to Manager or the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman)Borrower, as applicablethe case may be, subsequent to the Closing Date and incurred primarily in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course business of the operation of Holdings business (which operation shall be in compliance with Section 6.03)Borrower, (iii) so long as no Default has shall have occurred which and is continuingcontinuing or would occur as a result thereof; (iv) the Borrower may make distributions to Holdings in an amount necessary to enable Holdings to pay when due, its actual federal, state and local income Taxes directly attributable to (or arising as a result of) the operations of the Borrower, the Manager and their Subsidiaries that are due and payable by Holdings as the parent of a consolidated group; (v) Potbelly Franchising may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay cash dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to permit Holdings to invest such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay cash dividends in a like amount to EMCayman which the Borrower; provided that, in turn may pay each such case, Holdings actually and promptly uses such dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to for such payment, UK Availability is not less than $15,000,000investments; and (vi) Subsidiaries each Loan Party may purchase, redeem or otherwise acquire its common or preferred Equity Interests with the proceeds received from the substantially concurrent issuance of new common or preferred Equity Interests or where the US Borrower and UK Borrower consideration is the cancellation of Indebtedness owed to any Loan Party; (vii) Permitted J/Vs may pay dividends ratably make Restricted Payments to the holders of their Equity InterestsInterests so long as such Restricted Payments are made on a pro rata basis to all such holders in accordance with their respective Equity Interests in such Permitted J/V; (viii) so long as the Distribution Conditions have been satisfied at the time of, and with respect to, any such Restricted Payment, Holdings may purchase, redeem or otherwise acquire warrants (or Equity Interests issued in connection therewith) for Equity Interests of Holdings issued by Holdings on or about February 12, 2021; provided that (1) the aggregate amount of Restricted Payments made pursuant to this clause (viii) after the Effective Date does not exceed $20,000,000, and (2) such Restricted Payments are made only with the proceeds of cash on hand of the Loan Parties and not with the proceeds of Loans; and (ix) so long as the Distribution Conditions have been satisfied at the time of, and with respect to, any Restricted Payment not otherwise permitted by the foregoing clauses (i) through (viii), the Borrower may make such Restricted Payment to Holdings and Holdings may make such Restricted Payment to holders of Equity Interests in Holdings; provided that (1) the aggregate amount of Restricted Payments made pursuant to this clause (ix) after the Effective Date does not exceed $20,000,000, and (2) such Restricted Payment is made only with the proceeds of cash on hand of the Loan Parties and not with the proceeds of Loans.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any 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) Holdings Subsidiaries of the Borrower may declare and pay dividends or distributions ratably with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common their Equity Interests, (ii) provided no Default or Event of Default is continuing or would result therefrom, the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) make Restricted Payments to the extent necessary to permit Holdings to Parent, provided that (A) purchase Holdings’ the proceeds of such Restricted Payments are used to repurchase, redeem, or otherwise acquire or retire for value Equity Interests from in the Ultimate Parent held by any future, present or former directors, officers officers, members of management, employees or employees consultants of the Ultimate Parent or the Service Company or their respective estates, heirs, family members, spouses or former spouses pursuant to the terms of any Loan Party employee equity subscription agreement, stock option agreement or its Subsidiaries upon similar agreement, (B) (x) any Restricted Payments used to effect such repurchases, redemptions, acquisitions or retirements are made not earlier than ten Business Days prior to the date when such Equity Interests are repurchased, redeemed, acquired or retired, if such repurchase, redemption, acquisition or retirement is made and (y) if such Restricted Payments are not used for such repurchase, redemption, acquisition or retirement, the proceeds therefrom shall be returned to the Borrower as a capital contribution within ten Business Days from the date such Restricted Payment was made, (C) the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any fiscal year pursuant to this clause (ii) (other than (1) any such Equity Interests repurchased, redeemed, acquired or retired in compensation for any taxes due or payable by the holder thereof, and (2) any such Equity Interests that are deemed repurchased, redeemed, acquired or retired by the Ultimate Parent in connection with the exercise of stock options or warrants by the holder thereof in connection with the payment of all or a portion of the exercise price of such options or warrant) will not exceed $1,000,000 per year and (D) such Equity Interests shall only be repurchased, redeemed, acquired or retired in connection with the death, disability resignation or termination retirement of, or settlement of employment a dispute with, any such Person, (iii) Restricted Payments in amounts as shall be necessary to make Tax Payments; provided that all Restricted Payments made pursuant to this clause (iii) are used by the recipient for the purpose specified in this clause (iii) within 30 days of receipt thereof, (iv) provided no Default or Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends or distributions to the Parent in an amount not in excess of the lesser of (x) the Ultimate Parent Annual Cash Interest Amount and (y) the regularly scheduled cash interest payable (taking into account the Ultimate Parent PIK Election made pursuant to Section 6.17(j)) on the Restructuring Notes (or any Additional Notes incurred to refinance such director, officer or employeeRestructuring Notes) during the next period of ten Business Days, provided, however, that (A) any such dividends or distributions relating to any such cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent, to the payment of such interest when due, (B) the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to the payment of any such dividends or distributions pursuant to this clause (iv) and (C) in no event may the amount of any such dividend or distribution made pursuant to this clause (iv) relating to any such cash interest payment exceed 36% of the amount of such cash interest paid by the Ultimate Parent when due, (v) the Borrower may make Restricted Payments as part of the Shared Services Transactions and (vi) the Borrower may make Restricted Payments to the Parent in an aggregate amount not to exceed $2,000,000 during any fiscal year of the Borrower, provided that (A) no Default or Event of Default is continuing or would result therefrom, (B) the aggregate amount of payments under Restricted Payments made pursuant to this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchasedvi) shall not exceed $2,000,000, (B) pay management fees to 5,000,000 over the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) term of this Section 6.08(a)Agreement, so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio Ultimate Parent shall apply such Restricted Payments within 30 days of receipt thereof and only to fund general corporate expenses permitted hereunder and (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (AD) no Default has occurred which is continuing, and (B) immediately after giving effect Restricted Payments made pursuant to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and this clause (vi) Subsidiaries shall be used to (x) effect the repurchase, or the making of any payments in respect, of Restructuring Notes or Additional Notes or (y) make any payment to or Investment in any Affiliate other than the Borrower or a Subsidiary of the US Borrower and UK Borrower may pay dividends ratably to the holders (or any director, officer or employee of their Equity Interestsany such Affiliate).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests or preferred stock payable solely in additional shares of its common Equity Interests, and, with respect to its or preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) any Subsidiary may make Restricted Payments to the US Borrower Borrower, any Subsidiary that is a Loan Party may pay dividends make Restricted Payments to Holdingsany other Subsidiary that is a Loan Party, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in any Subsidiary that is not a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent may make Restricted Payments to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)Subsidiary, (iii) the Borrower may make distributions to Holdings for payment of reasonable out-of-pocket operating and administrative costs and expenses payable by Holdings, the Manager or the Borrower, as the case may be, and incurred primarily in connection with the business of the Borrower, so long as no Default has shall have occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would occur as a result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodthereof, (iv) the US Borrower may pay dividends make distributions to Holdings so long asin an amount necessary to enable Holdings to pay when due, its actual federal, state and local income Taxes directly attributable to (Aor arising as a result of) no Default has occurred which is continuingthe operations of the Borrower, the Manager and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000their Subsidiaries that are due and payable by Holdings as the parent of a consolidated group, (v) so long as the UK Distribution Conditions have been satisfied (as determined by the Administrative Agent in its reasonable discretion) at the time of, and with respect to, any Restricted Payment not otherwise permitted by the foregoing clauses (i) through (iv), the Borrower may pay dividends make such Restricted Payment to Pipe (which Holdings and Holdings may make such Restricted Payment to holders of Equity Interests in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) Holdings so long as (A1) no Default has occurred which is continuingthe aggregate amount of Restricted Payments made pursuant to this clause (v) after the Effective Date does not exceed the sum of (x) $20,000,000 plus (y) the amount of any such Restricted Payments made at such time as the Additional Distribution Conditions have been satisfied, and (B2) immediately after giving effect to such paymentRestricted Payment is made only with the proceeds of cash on hand of the Loan Parties and not with the proceeds of Loans[intentionally omitted], UK Availability is not less than $15,000,000; and (vi) Subsidiaries Potbelly Franchising may declare and pay cash dividends to Holdings to permit Holdings to invest such cash dividends in the Borrower; provided that, in each such case, Holdings actually and promptly uses such dividends for such investments, (vii) each Loan Party may purchase, redeem or otherwise acquire its common or preferred Equity Interests with the proceeds received from the substantially concurrent issuance of new common or preferred Equity Interests or where the US Borrower consideration is the cancellation of Indebtedness owed to any Loan Party; , and UK Borrower (viii) Permitted J/Vs may pay dividends ratably make Restricted Payments to the holders of their Equity Interests.Interests so long as such Restricted Payments are made on a pro rata basis to all such holders in accordance with their respective Equity Interests in such Permitted J/V.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Transaction Parties will not, nor and will it not permit any 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) Holdings the Transaction Parties may declare and pay distributions dividends with respect to its common Equity Interests their capital stock payable solely in additional shares of their common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) the US Borrower Subsidiaries may declare and pay dividends ratably with respect to their capital stock and the Subsidiaries other than the Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the Borrower Subsidiaries in an amount not exceeding during any fiscal year of Holdings (A) $2,000,000 plus (B) the amount by which (x) the product of $2,000,000 and the number of complete fiscal years during the period from and after the Effective Date to but excluding the date of such Restricted Payment exceeds (y) the amount of all such Restricted Payments made during such fiscal years plus (C) the aggregate cash consideration received by the Borrower during the period from and after the Effective Date to but excluding the date of such Restricted Payment from the sale or issuance of common stock to management or employees of the Borrower to the extent such cash consideration was not previously taken into account in connection with any Restricted Payment under this clause (iii), provided all such Restricted Payments made under this clause (iii) shall not exceed $8,000,000 in the aggregate plus any amounts permitted under sub-clause (iii) (C) during the term of this Agreement, (iv) the Borrower and Hechinger Stores may pay dividends or make loans to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) Hechinger to the extent necessary to permit Holdings enable Hechinger to (A) redeem or purchase Holdings’ Equity Interests from present or former directors, officers or employees any portion of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, Existing Hechinger Public Debt to the extent that the aggregate amount of payments under this Borrower or Hechinger Stores would have been permitted to redeem or repurchase such Existing Hechinger Public Debt pursuant to clause (Ab)(iii) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) below and (v) any of this Section 6.08(a), so long as, (A) no Default has occurred the Transaction Parties or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower Subsidiaries may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, enable payment of fees and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries other amounts owing under any of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Intereststransactions specified in Schedule 6.08.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Subsidiaries of the US Borrower may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings and the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management, employees or Associated Employees (including former employees and former Associated Employees) of Holdings, the Borrower and its Subsidiaries; provided that the amount thereof, taken together with any payments or transfers of cash, assets or debt securities pursuant to clause (f) of Section 6.09, do not exceed $15,000,000 in any fiscal year, (iv) provided no Event of Default is continuing or would result therefrom, the Borrower may pay dividends to Holdings (x) within the 30-day period prior to any payment date for interest on Permitted Holdings Debt and any Put Financing Indebtedness of Holdings (contingent or otherwise) in the amount of such interest payment and (y) at any time in such amounts as may be necessary to permit Holdings to pay its expenses and liabilities incurred in the ordinary course (other than payments in respect of Indebtedness or Restricted Payments), (v) provided no Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to the Parent, (A) in an aggregate amount not to exceed $12,500,000 during any fiscal year of the Borrower and (B) so long as the Pro Forma RP Coverage Ratio is not less than 1.05 to 1.00 and, if on the date of such Restricted Payment the Pro Forma Leverage Ratio is less than 5.00 to 1.00, in an aggregate amount not to exceed the Borrower's Portion of Excess Cash Flow for the immediately preceding fiscal year of the Borrower less the amount of any other Designated Excess Cash Expenditures made with such Borrower's Portion of Excess Cash Flow, (vi) Restricted Payments in amounts as shall be necessary to make Tax Payments to the extent not disallowed by Section 6.14; provided that all Restricted Payments made pursuant to this clause (vi) are used by the Parent or Holdings for the purpose specified in clause (vi) within 30 days of receipt thereof, (vii) provided that no Event of Default is continuing or would result therefrom, the Borrower may pay dividends to Holdings, and the UK Borrower may Holdings may, in turn, pay such dividends to Pipe (which may in turn pay dividends in a like amount the Parent to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings enable RHD Corp. to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or repurchase its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings common stock and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to cash dividends on its common stock, in an aggregate amount for the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with preceding clauses (ivA) and (vB) during any fiscal year not to exceed, if the Leverage Ratio (determined on a pro forma basis after giving effect to such Restricted Payment) for the period of this Section 6.08(a)four consecutive fiscal quarters most recently ended on or prior to the date of such Restricted Payment is (w) greater than 4.00 to 1.0, so long as10% of Excess Cash Flow for the previous year, (Ax) greater than 3.50 to 1.0 but less than or equal to 4.00 to 1.0, 20% of Excess Cash Flow for the previous year, (y) greater than 3.00 to 1.0 but less than or equal to 3.50 to 1.0, 30% of Excess Cash Flow for the previous year and (z) less than 3.00 to 1.0, 50% of Excess Cash Flow for the previous year, (viii) provided that no Event of Default has occurred or is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the regularly scheduled cash interest payable during the next period of 30 days on any Put Financing Indebtedness of Parent and any Qualifying Parent Indebtedness, provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by the Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Parent to the payment of such interest when due and (B) in the case of Qualifying Parent Indebtedness, no payment of dividends may be made pursuant to this clause (viii) in respect of the cash interest on such Indebtedness other than Base QPI unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such distributiondividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than 1.75 to 1.00, (ix) the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the amount necessary to repurchase the Existing Parent Notes pursuant to the Change in Control Offers, (x) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the RHD Allocable Share of regularly scheduled cash interest payable during the next period of 30 days on the outstanding Indebtedness of RHD Corp., provided, however, that (A) any such dividends relating to any such cash interest payment must be paid not earlier than 30 days prior to the date when such cash interest is required to be paid by RHD Corp. and the proceeds must (except to the extent prohibited by applicable subordination provisions, if any) be applied by RHD Corp. to the payment of such interest when due, (B) immediately no payment of dividends may be made pursuant to this clause (x) in respect of the RHD Allocable Share of cash interest on such Indebtedness other than Base RHD Indebtedness unless the Interest Coverage Ratio (determined on a pro forma basis after giving effect to such distribution Aggregate Availability dividend payment) for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such dividend payment is not less than $40,000,000 1.75 to 1.00 and (C) at the Fixed Charge Coverage Ratio time of the incurrence of such Indebtedness (other than Base RHD Indebtedness outstanding on the Restatement Effective Date), and after giving effect thereto, the RHD Leverage Ratio shall not have exceeded 7.25 to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period1.00, (ivxi) the US Borrower may from time to time pay cash dividends to Holdings so long asand Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent, in each case in an amount not in excess of the proceeds of the Tranche B-1 Term Loans made on or after the Restatement Effective Date, provided, however, that such proceeds must be applied to consummate the Parent Acquisition in accordance with the Merger Agreement, to redeem Existing Notes pursuant to any Change in Control Offers and/or, in an amount not to exceed $50,000,000, for general corporate purposes, and (xii) provided that no Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends to Holdings and Holdings may, in turn, use the proceeds thereof to pay cash dividends to the Parent in an aggregate amount not to exceed $135,000,000; provided, however, that any such dividends are used solely to pay (A) no Default has occurred which is continuingcash interest on any Indebtedness of RHD Corp., and any Put Financing Indebtedness of Parent or any Qualifying Parent Indebtedness, (B) immediately after giving effect Shared Services Payments (notwithstanding the 30-day period payment requirement contained in Section 6.22(c) or referred to such payment, US Availability is not less than $15,000,000, in the definition thereof) or (vC) fees and expenses in connection with the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsParent Acquisition.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willa)The Borrower will not, nor and will it not permit any 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) Holdings the Borrower may declare and pay distributions dividends with respect to any class of its common Equity Interests capital stock payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsshares of such class of stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the US Borrower may make Restricted Payments on the Effective Date in connection with the Recapitalization in accordance with and as contemplated by the Merger Agreement, (iv) the Borrower may repurchase stock or stock options purchased by or granted to members of senior management (other than the Grays) and other key employees pursuant to a Borrower stock purchase and option plan in the event any such employee is terminated for any reason, but in no event shall the aggregate amount of all such repurchases exceed $500,000 in any fiscal year; provided that the amount of Restricted Payments permitted under this clause (iv) in any fiscal year shall be increased on a cumulative basis by an amount equal to the total unused amount of Restricted Payments permitted by this clause (iv) for the preceding year; (v) the Borrower shall accrue the ability to repurchase Xxxx Common Stock and Xxxx Preferred Stock and may repurchase Xxxx Common Stock and Xxxx Preferred Stock as follows: (A) the Borrower shall accrue the ability to repurchase Xxxx Common Stock and Xxxx Preferred Stock in an aggregate amount not to exceed $2,500,000 during any Test Period; provided that any amount of Xxxx Common Stock and Xxxx Preferred Stock which the Borrower accrues the ability to but does not repurchase in any Test Period may be carried forward to subsequent Test Periods; provided further, that notwithstanding such accrual, the Borrower (1) shall only repurchase Xxxx Common Stock to the extent required by the provisions of the Stockholders’ Agreement, as in effect as of the Effective Date, and (2) shall only repurchase Xxxx Common Stock and/or Xxxx Preferred Stock so long as no Default shall have occurred and be continuing on the date of any such repurchase or would result from such repurchase; and (B) on the last day of any Test Period, the Borrower may repurchase Xxxx Common Stock and Xxxx Preferred Stock in an additional aggregate amount of up to $2,500,000; provided that (1) no Default shall have occurred and be continuing on such day or would result from such repurchase and (2) on the date of and after giving effect to such repurchase (and the incurrence of any Indebtedness to be incurred on such date), the Leverage Ratio shall be less than 3.5 to 1.0, (for purposes of determining the Leverage Ratio for this clause, Consolidated EBITDA shall be calculated for the period of four consecutive fiscal quarters of the Borrower ended on the last day of the most recent fiscal quarter for which financial statements have been delivered to the Administrative Agent under Section 5.01(a) or (b)); provided further, that the Borrower shall only repurchase Xxxx Common Stock to the extent required by the provisions of the Stockholders’ Agreement, as in effect as of the Effective Date; (vi) on the last day of any Test Period, the Borrower may pay accrued dividends with respect to the Xxxx Preferred Stock in cash in an aggregate amount not to exceed $250,000; provided that (1) no Default shall have occurred and be continuing on such day or would result from such payment and (2) on the date of and after giving effect to such payment (along with (A) any payment pursuant to clause (v)(B) above on such date and (B) the incurrence of any Indebtedness to be incurred on such date), the Leverage Ratio (determined as set forth in clause (v)(B)(2) above) shall be less than 3.5 to 1.0; (vii) the Borrower may pay cash dividends with respect to any Permitted Acquisition Preferred Stock; (viii) the Borrower may redeem or repurchase Permitted Acquisition Preferred Stock in accordance with the terms thereof; (ix) on the last day of any Test Period following the fifth anniversary of the Effective Date, the Borrower may pay dividends with respect to Holdings, the PIK Preferred Stock in cash; provided that (1) no Default shall have occurred and be continuing on such day or would result from such payment and (2) on the date of and after giving effect to such payment (and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees incurrence of any Loan Party or Indebtedness to be incurred on such date), the Borrower and its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with the covenant contained in Section 6.036.13 (with the Leverage Ratio determined as set forth in clause (v)(B)(2) above), ; (iiix) so long as no Default has occurred which is continuing, Holdings the Borrower may declare and pay partnership distributions redeem the PIK Preferred Stock in accordance full with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman proceeds of the issuance of Permitted Subordinated Indebtedness in compliance with clauses (iv) and (v) of this Section 6.08(a6.01(a)(x), so long as, (A) ; provided that no Default has shall have occurred or is and be continuing on such day or would result after giving effect to from such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000redemption; and (vixi) Subsidiaries of the US Borrower may, and UK Borrower may pay dividends ratably permit any Subsidiary to, make payments to the holders of their Equity InterestsVestar Group pursuant to and to the extent expressly contemplated by the Vestar Management Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willMTS will not, nor will it permit any Subsidiary of its 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) Holdings Subsidiaries may declare and pay distributions dividends ratably with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Intereststheir capital stock, (ii) the US Borrower Restricted Payments may pay dividends be made to Holdings, and the UK Borrower may pay dividends to Pipe (which may holders of minority interests in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales the elimination of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred such minority interests in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03)Reorganization, (iii) so long as no Default has occurred which is continuingMTS may make (x) Restricted Payments in cash, Holdings not exceeding US$5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of MTS and the Subsidiaries and (y) non-cash Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of MTS and the Subsidiaries, (iii) MTS or any Subsidiary may declare and pay partnership distributions dividends payable solely in accordance with shares of its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe own common stock and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, MTS may make Restricted Payments in amounts necessary (A) no Default has occurred to enable the Trusts or is continuing any settlors or would result after giving effect beneficiaries of the Trusts to meet tax obligations resulting from activities of the Trusts (to the extent the Trusts are engaged in such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred activities on the first day of such period, (ivdate hereof) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) pay annual insurance premiums on the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuingUS$100,000,000 life insurance policy on the lives of Xxxxxxx and Xxxxx Xxxxxxx, and (B) immediately after giving effect in the event of any distribution to MTS in respect of such paymentlife insurance policy as a return of insurance policy premiums paid by MTS, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower MTS may pay dividends ratably make a Restricted Payment to the holders Parent in an amount not to exceed the amount of their Equity Interestssuch insurance policy premiums paid.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willUnless either the Leverage Test or the Ratings Test shall be satisfied at such time and would remain satisfied after giving effect to such payment or distribution, nor the Parent will it not, and will not permit any Subsidiary of 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) Holdings Subsidiaries may declare and pay distributions dividends ratably with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Intereststheir capital stock, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has or Event of Default shall have occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by be continuing at the US Borrower, UK Borrower, Pipe time of such payment and EMCayman in compliance with clauses (iv) and (v) no Default would occur as a result of this Section 6.08(a), so long asmaking such payment, (A) no Default has occurred or is continuing or would result after giving effect the Parent may make Restricted Payments to the extent that the aggregate amount of all such distributionRestricted Payments in the current fiscal quarter, (B) taken together with the aggregate amount of all such Restricted Payments in respect of such Restricted Payments in the three fiscal quarters immediately after giving effect to preceding such distribution Aggregate Availability fiscal quarter, is not less than in excess of $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 100,000,000 plus 25% of Adjusted Consolidated Net Income for the four fiscal quarter period ending most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating prior to the Fixed Charge Coverage Ratio for time any such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which Restricted Payment is continuing, made and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower Parent may pay regular dividends to Pipe or distributions in respect of preferred stock issued after the date hereof, and (which iii) notwithstanding the limitation in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdingssubsection (ii) above, so long as (A) no Default has or Event of Default shall have occurred which is continuingand be continuing at the time of a repurchase and no Default or Event of Default would occur as a result of making that repurchase, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower Parent may pay dividends ratably repurchase its capital stock to the holders extent that the aggregate amount since August 4, 2004, of their Equity Interestsall such payments in respect of such repurchases shall not exceed $500,000,000, in addition to any repurchases allowed under subsection (ii) above. For purposes of clause (ii) above, “Adjusted Consolidated Net Income” for any period shall mean the sum, without duplication, for such period of Consolidated Net Income plus any special one-time or extraordinary non-cash charges deducted in calculating such Consolidated Net Income.

Restricted Payments; Certain Payments of Indebtedness. (ai) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted 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 (iA) Holdings the Borrower may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests (other than Disqualified Stock) of the Borrower, and, (B) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its preferred Equity Interests, payable solely or make other Restricted Payments in additional preferred or common respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (iior, if not ratably, on a basis more favorable to the Borrower and the Restricted Subsidiaries), (C) the US Borrower may pay dividends make Restricted Payments, not exceeding $30,000,000 during any fiscal year of the Borrower, pursuant to Holdings, and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and the UK Restricted Subsidiaries (with any unused amount available in the following fiscal year only), (D) the Borrower may pay dividends to Pipe repurchase Equity Interests (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings1) upon the exercise of stock options, deferred stock units and restricted shares to the extent necessary to permit Holdings to (A) purchase Holdings’ such Equity Interests from present or former directors, officers or employees represent a portion of any Loan Party or its Subsidiaries upon the death, disability or termination of employment exercise price of such directorstock options, officer deferred stock units or employee, provided, that the aggregate amount of payments under this clause restricted shares and (A2) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales the withholding of a portion of the Equity Interests so purchased) shall not exceed $2,000,000granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award, (BE) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the ordinary course Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the operation of Holdings business (which operation shall be in compliance with Section 6.03)Borrower, (iiiF) so long as no Default has occurred which and is continuing, Holdings the Borrower may declare and pay partnership distributions make Restricted Payments in accordance an aggregate amount, together with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this payments made pursuant to Section 6.08(a7.03(h)(ii)(F), not to exceed $100,000,000 in any fiscal year in respect of dividends on the Borrower’s common or preferred stock, (G) so long as, (A) as no Default has occurred and is continuing as of the date such dividend is declared (or, in the case of a Restricted Payment that is necessary or is advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), the Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount and (H) the Borrower may make additional Restricted Payments; provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this clause (H), (1) no Default shall have occurred and be continuing or would result therefrom (or, in the case of a Restricted Payment that is necessary or advisable (as determined by the Borrower in good faith) for the consummation of a Limited Condition Acquisition, no Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into) and (2) after giving effect to such distribution, Restricted Payment and any related transaction on a pro forma basis the Senior Secured Net Leverage Ratio shall not exceed 2.75 to 1.00 (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) calculated as of the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for last day of the fiscal quarter of the Borrower then most recently completed Fixed Charge Coverage Calculation Period assuming that ended for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on which financial statements have been delivered pursuant to Section 7.01(a) (or, prior to the first day of such perioddelivery pursuant to Section 7.01(a), (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsSection 5.02(d)(i))).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Alamosa Delaware nor the Borrower will, nor will it they permit any Restricted 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) Holdings Alamosa Delaware may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Restricted Subsidiaries (other than the US Borrower) may declare and pay dividends ratably with respect to their Capital Stock; provided, that no distribution referred to in this clause (ii) shall be permitted to be made by any Special Purpose Subsidiary unless such distribution is in cash or in shares of its common Capital Stock pledged under the Pledge Agreement and no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) Alamosa Delaware may make Restricted Payments, not exceeding $1,000,000 during any fiscal year pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of Alamosa Delaware and its Restricted Subsidiaries, (iv) at a time, in the case of both (x) and (y) below, when there does not exist a Default (or such distribution would not cause a Default), the Borrower may make distributions to Alamosa Delaware for the sole purpose of, and in an amount sufficient to fund, the payment of (x) principal at scheduled maturity and (y) interest when due as scheduled, in each case in respect of the 127/8% Senior Discount Notes and the 12 1/2% Senior Notes; provided, in the case of both (x) and (y), that such payment is due or to become due within 30 days from the date of such distribution and the cash distributed is in fact utilized to meet such payment obligation, (v) if no Default has occurred and is continuing, the Borrower may pay dividends to Holdings, Alamosa Delaware and the UK Borrower Alamosa Delaware may pay dividends to Pipe dividends, in each case at such times and in such amounts, not exceeding the lesser of (which may in turn pay dividends in a like A) $1,000,000 and (B) $50,000,000 minus the amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent of all other Permitted Equity Proceeds Uses at such time, during any fiscal year as shall be necessary to permit Holdings each of Alamosa Delaware, APCS and Superholdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or discharge its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000permitted liabilities, (Bvi) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as if no Default has occurred which and is continuing, Holdings Alamosa Delaware, the Borrower and the other Restricted Subsidiaries may declare and pay partnership distributions make Restricted Payments in accordance with its partnership agreement from dividends paid by an aggregate amount not to exceed $50,000,000 minus the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) amount of all other Permitted Equity Proceeds Uses at such time and (vvii) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not Restricted Payments may be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred made on the first day of such period, (iv) Effective Date as necessary to consummate the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsTransactions.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare 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) Holdings the Borrower may declare and pay distributions make Restricted Payments with respect to its common Equity Interests Capital Stock payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity InterestsCapital Stock, (ii) Restricted Payments made to the US Borrower or any Subsidiary Guarantor, (iii) the Borrower may pay dividends make Restricted Payments, not exceeding $1,000,000 during any fiscal year, pursuant to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present accordance with stock option plans or former directors, officers other benefit plans for management or employees of the Borrower and its Subsidiaries; (iv) any Loan Party distribution of rights to all shareholders of the Borrower and any purchase, redemption or its Subsidiaries upon other acquisition or retirement of equity interests issued pursuant to any shareholder rights plan of the deathBorrower, disability as the same may be adopted or termination amended from time to time, as to which the aggregate amount of employment of such directorthe Restricted Payments made after the Effective Date does not exceed $1,000,000; (v) the Borrower may make declare and pay dividends any time after December 31, officer or employee, provided, 2003 provided that the aggregate amount of payments such dividend shall be allowed under this clause (A) subsequent to existing law, shall not cause a default or event of default under the Closing Date (net of Senior Note Indenture or any proceeds received by Holdings other material Indebtedness, and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed .01 per share of Borrower's Capital Stock and in no event to exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.091,000,000 in any fiscal quarter; and (Cvi) pay corporate overhead expenses and the issuance by the Borrower of options or other expenses incurred in the ordinary course equity securities of the operation Borrower to outside directors, members of Holdings business (which operation shall be in compliance with Section 6.03)management or employees of the Borrower or any of its Subsidiaries. For the avoidance of doubt, during the occurrence or continuance of an Event of Default, clauses (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and through (v) of this Section 6.08(a), so long as, (A6.07(a) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would shall not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestspermitted exceptions.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willHoldings will not, nor and will it not permit any Restricted 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 Restricted Subsidiary may make Restricted Payments to Holdings or any Restricted Subsidiary, provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a Wholly Owned Subsidiary, such Restricted Payment is made to Holdings, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (ii) Holdings and each Restricted Subsidiary may declare and pay 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 Equity Interests (or any options, warrants, restricted stock or stock appreciation rights or similar securities issued with respect to its common any such Equity Interests) or Indebtedness or to service Indebtedness incurred by Holdings or any direct or indirect parent companies of Holdings to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interest or Indebtedness (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests payable solely in additional common Equity Interests, and, with respect or their Indebtedness or to its preferred Equity Interests, payable solely in additional preferred or common Equity Interests, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit service Indebtedness incurred by Holdings to (A) purchase Holdings’ finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interests from present or Indebtedness or to service Indebtedness incurred to finance the redemption, retirement, acquisition or repurchase of such Equity Interests or Indebtedness), held directly or indirectly by current or former directorsofficers, officers managers, consultants, members of the Board of Directors, employees or employees independent contractors (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any Loan Party direct or its Subsidiaries indirect parent thereof), the Borrower and itsthe Restricted Subsidiaries, upon the death, disability disability, retirement or termination of employment of any such director, officer Person or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions otherwise in accordance with its partnership any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement from dividends paid by or any other employment agreements or equity holders’ agreement in an aggregate amount after the US Borrower, UK Borrower, Pipe and EMCayman in compliance Effective Date together with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interests.aggregate -146- [EMEA_ACTIVE 302040156_13]

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Other than the payment of amounts payable under the Acquisition Documents as consideration for the Acquisition (or paying a dividend to Holdings to enable Holdings to make any such payment), neither Holdings nor the Borrower will, nor will it they permit any Restricted 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) Holdings may declare and pay distributions dividends with respect to its common Equity Interests capital stock payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Interestsstock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments (and the US Borrower may make Restricted Payments to Holdings to enable Holdings to make such 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 the Borrower and its Subsidiaries, (iv) the Borrower may pay dividends to HoldingsHoldings at such times and in such amounts, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other reasonable administrative expenses incurred in the ordinary course of its business, (v) Holdings may make Restricted Payments (and the operation Borrower may make Restricted Payments to Holdings to enable Holdings to make such Restricted Payments), not exceeding $5,000,000 in any fiscal year and not exceeding $10,000,000 in the aggregate during the term of this Agreement, to repurchase Equity Interests in Holdings owned by employees or former employees of the Borrower or the Subsidiaries pursuant to the terms of agreements (including employment agreements) with such employees, (vi) the Borrower may make Restricted Payments to Holdings to enable Holdings to pay management fees pursuant to the Management Agreement that are permitted to be paid pursuant to clause (c) of Section 6.09, (vii) the Borrower may make Restricted Payments to Holdings at such times and in such amounts (but not prior to the fifth anniversary of the date of issuance of the Holdings Discount Notes) as shall be necessary to enable Holdings (A) on the fifth anniversary of the date of issuance of the Holdings Discount Notes, to redeem the amount of Holdings business Discount Notes equal to the Holdings Discount Notes Redemption Amount and (which operation shall be B) after such fifth anniversary, to make interest payments in cash on such Holdings Discount Notes as and when due; provided, that at the time of and after giving effect to each Restricted Payment made in reliance upon this clause (vii), the Borrower and its Restricted Subsidiaries are in compliance with Section 6.03)the covenants contained in Sections 6.12 and 6.13 as of the end of the most recent fiscal quarter for which financial statements are available assuming that Total Debt or Total Senior Debt, as applicable, as of the last day of such quarter had been equal to the Total Debt or Total Senior Debt, as applicable, as of the date of such Restricted Payment after giving effect to such Restricted Payment, and (viii) Holdings and the Borrower may make additional Restricted Payments for the purposes contemplated by clauses (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and through (v) of this Section 6.08(a), so long as, ) in an aggregate amount not to exceed $5,000,000 during the term of this Agreement; provided that any Restricted Payment otherwise permitted by clause (Aiii) no Default has occurred or is continuing or would result and clauses (v) through (viii) above shall not be permitted if at the time thereof and after giving effect thereto a Default shall have occurred and be continuing; provided further, that the provisions of clauses (iii) through (viii) above that permit certain dividends or other Restricted Payments to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would Holdings shall not be less than 1.10 construed to 1 for permit the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes payment of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day dividends or other Restricted Payments to any other holder of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries Equity Interests of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsBorrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any 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) Holdings Subsidiaries of the Borrower may declare and pay dividends or distributions ratably with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common their Equity Interests, (ii) provided no Default or Event of Default is continuing or would result therefrom, the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) make Restricted Payments to the extent necessary to permit Holdings to Parent, provided that (A) purchase Holdings’ the proceeds of such Restricted Payments are used to repurchase, redeem, or otherwise acquire or retire for value Equity Interests from in the Ultimate Parent held by any future, present or former directors, officers officers, members of management, employees or employees consultants of the Ultimate Parent or the Service Company or their respective estates, heirs, family members, spouses or former spouses pursuant to the terms of any Loan Party employee equity subscription agreement, stock option agreement or its Subsidiaries upon similar agreement, (B) (x) any Restricted Payments used to effect such repurchases, redemptions, acquisitions or retirements are made not earlier than ten Business Days prior to the date when such Equity Interests are repurchased, redeemed, acquired or retired, if such repurchase, redemption, acquisition or retirement is made and (y) if such Restricted Payments are not used for such repurchase, redemption, acquisition or retirement, the proceeds therefrom shall be returned to the Borrower as a capital contribution within ten Business Days from the date such Restricted Payment was made, (C) the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any fiscal year pursuant to this clause (ii) (other than (1) any such Equity Interests repurchased, redeemed, acquired or retired in compensation for any taxes due or payable by the holder thereof, and (2) any such Equity Interests that are deemed repurchased, redeemed, acquired or retired by the Ultimate Parent in connection with the exercise of stock options or warrants by the holder thereof in connection with the payment of all or a portion of the exercise price of such options or warrant) will not exceed $1,000,000 per year and (D) such Equity Interests shall only be repurchased, redeemed, acquired or retired in connection with the death, disability resignation or termination retirement of, or settlement of employment a dispute with, any such Person, (iii) Restricted Payments in amounts as shall be necessary to make Tax Payments; provided that all Restricted Payments made pursuant to this clause (iii) are used by the recipient for the purpose specified in this clause (iii) within 30 days of receipt thereof, (iv) provided no Default or Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends or distributions to the Parent in an amount not in excess of the lesser of (x) the Ultimate Parent Annual Cash Interest Amount and (y) the regularly scheduled cash interest payable (taking into account the Ultimate Parent PIK Election made pursuant to Section 6.17(j)) on the Restructuring Notes (or any Additional Notes incurred to refinance such director, officer or employeeRestructuring Notes) during the next period of ten Business Days, provided, however, that (A) any such dividends or distributions relating to any such cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent, to the payment of such interest when due, (B) the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to the payment of any such dividends or distributions pursuant to this clause (iv) and (C) in no event may the amount of any such dividend or distribution made pursuant to this clause (iv) relating to any such cash interest payment exceed 27% of the amount of such cash interest paid by the Ultimate Parent when due, (v) the Borrower may make Restricted Payments as part of the Shared Services Transactions and (vi) the Borrower may make Restricted Payments to the Parent in an aggregate amount not to exceed $2,000,000 during any fiscal year of the Borrower, provided that (A) no Default or Event of Default is continuing or would result therefrom, (B) the aggregate amount of payments under Restricted Payments made pursuant to this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchasedvi) shall not exceed $2,000,000, (B) pay management fees to 5,000,000 over the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) term of this Section 6.08(a)Agreement, so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio Ultimate Parent shall apply such Restricted Payments within 30 days of receipt thereof and only to fund general corporate expenses permitted hereunder and (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (AD) no Default has occurred which is continuing, and (B) immediately after giving effect Restricted Payments made pursuant to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and this clause (vi) Subsidiaries shall be used to (x) effect the repurchase, or the making of any payments in respect, of Restructuring Notes or Additional Notes or (y) make any payment to or Investment in any Affiliate other than the Borrower or a Subsidiary of the US Borrower and UK Borrower may pay dividends ratably to the holders (or any director, officer or employee of their Equity Interestsany such Affiliate).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or to make, or agree to make any redemptions or repurchases with respect to its capital stock, or incur any obligation (contingent or otherwise) to do so, except except: (i) each of Holdings and the Borrower may declare and pay distributions make Restricted Payments with respect to its common Equity Interests payable solely in additional shares of its common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional shares of such preferred Equity Interests or in shares of its common Equity Interests, ; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; (iii) each of Holdings and the US Borrower may make Restricted Payments, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings, the Borrower and its Restricted Subsidiaries; (iv) each of Holdings and the Borrower may pay dividends or make distributions to Holdingsthe Persons holding its Equity Interests in an aggregate amount such that such Persons may pay (x) franchise taxes and other fees, taxes and expenses to maintain their legal existence and (y) federal, state and local income taxes to the extent attributable to Holdings and its Subsidiaries or to the Borrower and its Subsidiaries as the case may be, provided that in all events the amounts paid pursuant to clause (y) shall be amounts sufficient to pay the direct obligations of such Persons for such taxes and obligations of the Borrower and Holdings under the Tax Sharing Agreement, provided, however, that (aa) the amounts paid under clause (y) shall not exceed the amount that would be payable, on a consolidated or combined basis, were Holdings the common parent of a separate federal consolidated group or state combined group including the Borrower and its Subsidiaries and (bb) in the case of taxes attributable to the Unrestricted Subsidiary, an amount equal to the amount of such tax payment has been received by the Borrower from the Unrestricted Subsidiary prior to such payment being made; and (v) so long as there exists no Event of Default, each of Holdings and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) or make distributions to the extent necessary to permit Holdings to (A) purchase Holdings’ Persons holding its Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the in an aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings such that such Persons may pay officers, directors and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation business up to a maximum aggregate amount of Holdings business (which operation shall be $2,500,000 in compliance with Section 6.03), (iii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsany fiscal year.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any 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 of Holdings and the Borrower may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common Equity Interestsstock, and, with respect to its preferred Equity Interestsstock, payable solely in additional shares of such preferred stock or in shares of its common Equity Interestsstock, (ii) the US Borrower Subsidiaries of Holdings may declare and pay dividends ratably with respect to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ their Equity Interests from present or former directors, officers or employees of to any Loan Party or any wholly-owned Subsidiary of any Loan Party, (iii) the Borrower may make Restricted Payments or make distributions to Holdings, to repurchase, redeem or otherwise acquire for value Equity Interests of Holdings held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or any of its Subsidiaries upon the their death, disability disability, retirement, severance or termination of employment of such director, officer or employee, provided, service; provided that the aggregate amount of consideration paid for all such redemptions and payments under this clause shall not exceed, in any fiscal year, $5,000,000 (A) subsequent in each case, with unused amounts in any fiscal year being carried over to the Closing Date next succeeding fiscal year); (net of any proceeds received by iv) Restricted Payments to Holdings to pay corporate and contributed overhead expense attributable to the US preservation of their existence (including expenses relating to Holdings’ continuing operation as a public company) or ownership of the Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred its Subsidiaries in the ordinary course of business; (v) to the operation extent constituting Restricted Payments, Holdings and any of its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Sections 6.03, 6.04 or 6.09; (vi) the Borrower may make Restricted Payments or make distributions to Holdings, to allow Holdings to make regularly scheduled quarterly dividend payments to its shareholders in an amount not to exceed the greater of (x) $5,000,000 during any Test Period after giving pro forma effect to such quarterly dividend and (y) $0.15 per issued share of common stock of Holdings business (which operation shall be in compliance with Section 6.03)that is outstanding on the date such quarterly dividend is made, (iiivii) so long as no Default has occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) or Event of this Section 6.08(a), so long as, (A) no Default has occurred or and is continuing or would result after giving pro forma effect thereto, other Restricted Payments made after the Effective Date by Holdings and/or any of its Subsidiaries in an aggregate outstanding amount not to exceed the portion, if any, of the Available Amount on such distribution, date that the Borrower elects to apply to this clause (Bvii); (viii) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes Holdings and/or any of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower its Subsidiaries may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) make additional Restricted Payments so long as (Ai) the Total Net Leverage Ratio, calculated on a pro forma basis, would not exceed 1.50:1.00 and (ii) no Default or Event of Default has occurred which and is continuing, and (B) immediately continuing after giving pro forma effect to such payment, UK Availability is not less than $15,000,000Restricted Payment; and (viix) Subsidiaries the Borrower may make Restricted Payments or make distributions to Holdings, to allow Holdings to pay Taxes arising from the operations of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsits Subsidiaries.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willUnless either the Leverage Test or the Ratings Test shall be satisfied at such time and would remain satisfied after giving effect to such payment or distribution, nor the Borrower will it not, and will not permit any Subsidiary of 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) Holdings Subsidiaries may declare and pay distributions dividends ratably with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common Equity Intereststheir capital stock, (ii) the US Borrower may pay dividends to Holdings, and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as no Default has or Event of Default shall have occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by be continuing at the US Borrower, UK Borrower, Pipe time of such payment and EMCayman in compliance with clauses (iv) and (v) no Default would occur as a result of this Section 6.08(a), so long asmaking such payment, (A) no Default has occurred or is continuing or would result after giving effect the Borrower may make Restricted Payments to the extent that the aggregate amount of all such distributionRestricted Payments in the current fiscal quarter, (B) taken together with the aggregate amount of all such Restricted Payments in respect of such Restricted Payments in the three fiscal quarters immediately after giving effect to preceding such distribution Aggregate Availability fiscal quarter, is not less than in excess of $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 100,000,000 plus 25% of Adjusted Consolidated Net Income for the four fiscal quarter period ending most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating prior to the Fixed Charge Coverage Ratio for time any such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which Restricted Payment is continuing, made and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay regular dividends to Pipe or distributions in respect of preferred stock issued after the date hereof, and (which iii) notwithstanding the limitation in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdingssubsection (ii) above, so long as (A) no Default has or Event of Default shall have occurred which is continuingand be continuing at the time of a repurchase and no Default or Event of Default would occur as a result of making that repurchase, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably repurchase its capital stock to the holders extent that the aggregate amount since August 4, 2004, of their Equity Interestsall such payments in respect of such repurchases shall not exceed $500,000,000, in addition to any repurchases allowed under subsection (ii) above. For purposes of clause (ii) above, “Adjusted Consolidated Net Income” for any period shall mean the sum, without duplication, for such period of Consolidated Net Income plus any special one-time or extraordinary non-cash charges deducted in calculating such Consolidated Net Income.

Restricted Payments; Certain Payments of Indebtedness. (a) No The Borrower will not, and will not permit any Loan Party will, nor will it permit any 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 (ia) Holdings the Borrower and Parent may declare and pay distributions dividends with respect to its common Equity Interests stock payable solely in additional shares of its common stock, (b) so long as no Default or Event of Default exists or would arise as a result thereof, subject to Section 6.12(b), Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, and(c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; provided, that, with respect to each of clauses (a) – (c) above, such Person and the Persons holding its preferred Equity InterestsInterests are in compliance with Section 7-80-606 of the Colorado Revised Statutes, payable solely in additional preferred and (d) so long as no Default or common Equity InterestsEvent of Default exists or would arise as a result thereof, (ii) the US Borrower may pay cash dividends to Holdings, and the UK Borrower may Parent in an amount sufficient to allow the Parent to pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdingsi) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses reasonable audit and other accounting expenses incurred in the ordinary course of business, (ii) Taxes due and payable by the operation Parent to any taxing authority and reasonable expenses incurred in connection with preparation of Holdings business (which operation shall be in compliance with Section 6.03)related Tax returns and filings, (iii) so long as no Default has occurred which is continuing, Holdings may declare reasonable and pay partnership distributions in accordance with its partnership agreement from dividends paid necessary expenses (including professional fees and expenses) incurred by the US Borrower, UK Borrower, Pipe and EMCayman Parent in compliance connection with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is continuing or would result after giving effect to such distributionregistration, public offerings and exchange listing of equity securities and maintenance of the same, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 compliance with reporting obligations under, or in connection with compliance with, federal or state securities laws, and (C) the Fixed Charge Coverage Ratio indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such periodincluding premiums therefor), and (iv) other reasonable expenses incurred by Parent in the US Borrower may pay dividends ordinary course of business (subject to Holdings so long as, (ASection 6(h) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; and (vi) Subsidiaries of the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity InterestsParent Guaranty).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any 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) Holdings the Subsidiaries may declare and pay distributions dividends ratably with respect to its common Equity Interests payable solely in additional common Equity Interests, and, with respect to its preferred Equity Interests, payable solely in additional preferred or common their Equity Interests, (ii) Holdings may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests, (iii) Holdings may and the US Borrower may, or may make Restricted Payments to Holdings so that Holdings may, make Restricted Payments, not exceeding $3,600,000 (excluding salaries and bonuses) during any fiscal year, (x) pursuant to and in accordance with stock option plans or other benefit plans approved by the Borrower’s board of directors for management or employees of Holdings, the Borrower and the Subsidiaries and (y) to current or former employees or directors on account of purchases or redemptions of stock of Holdings held by such Person, (iv) the Borrower may make Restricted Payments to Holdings at such times and in such amounts (A) as shall be necessary to permit Holdings to discharge its general corporate and overhead expenses (including franchise taxes and directors fees) incurred in the ordinary course and other permitted liabilities, (B) to pay dividends the Tax liabilities directly attributable to Holdings, (or arising as a result of) the operations of the Borrower and the UK Subsidiaries; provided, however, that (1) the amount of Restricted Payments pursuant to clause (B) of this clause (iv) shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (2) all Restricted Payments made to Holdings pursuant to this clause (iv) are used by Holdings for the purposes specified herein within five Business Days after Holdings’ receipt thereof, (v) the Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) make Restricted Payments to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of make payments under this clause (A) subsequent to the Closing Date (net Sponsor or Sponsor Affiliates of any proceeds received by Holdings or on account of reimbursement of reasonable costs and contributed to the US Borrower expenses and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales payment of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay monitoring or management or similar fees to the JCP Parties expressly extent permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03), (iii) so long as provided that no Default has shall have occurred which is continuing, Holdings may declare and pay partnership distributions in accordance with its partnership agreement from dividends paid by the US Borrower, UK Borrower, Pipe and EMCayman in compliance with clauses (iv) and (v) of this Section 6.08(a), so long as, (A) no Default has occurred or is be continuing or would result after giving effect to such distribution, (B) immediately after giving effect to such distribution Aggregate Availability is not less than $40,000,000 and (C) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would not be less than 1.10 to 1 for the most recently completed Fixed Charge Coverage Calculation Period assuming that for purposes of calculating the Fixed Charge Coverage Ratio for such period such distribution occurred on the first day of such period, (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdings) so long as (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, UK Availability is not less than $15,000,000; therefrom and (vi) Subsidiaries Holdings may and the Borrower may, or may make Restricted Payments to Holdings so that Holdings may, make Restricted Payments, not exceeding $6,000,000 in the aggregate in connection with the exercise of the US Borrower and UK Borrower may pay dividends ratably Seller Put Option, pursuant to the holders Acquisition Agreement as amended through and including the Effective Date, provided that no Default or Event of their Equity InterestsDefault shall have occurred and be continuing or would result therefrom. Notwithstanding any other provision of this Agreement, in the event that the Borrower or any Subsidiary makes any investment in Holdings pursuant to Section 6.04 (p) in lieu of making a Restricted Payment permitted under any clause of the immediately preceding sentence, the amount of Restricted Payments permitted under such clause of the immediately preceding sentence shall be automatically decreased by the amount of such investment.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willParent will not, nor and will it not permit any Restricted 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) Holdings Parent may declare and pay distributions dividends with respect to its common Equity Interests payable solely in additional common Equity InterestsInterests (other than Disqualified Stock) of Parent, and, (ii) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its preferred Equity Interests, payable solely or make other Restricted Payments in additional preferred or common respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (ii) the US Borrower may pay dividends or, if not ratably, on a basis more favorable to Holdings, Parent and the UK Borrower may pay dividends to Pipe (which may in turn pay dividends in a like amount to EMCayman which may in turn pay dividends in a like amount to Holdings) to the extent necessary to permit Holdings to (A) purchase Holdings’ Equity Interests from present or former directors, officers or employees of any Loan Party or its Subsidiaries upon the death, disability or termination of employment of such director, officer or employee, provided, that the aggregate amount of payments under this clause (A) subsequent to the Closing Date (net of any proceeds received by Holdings and contributed to the US Borrower and the UK Borrower (indirectly, through Pipe and EMCayman), as applicable, subsequent to the Closing Date in connection with resales of Equity Interests so purchased) shall not exceed $2,000,000, (B) pay management fees to the JCP Parties expressly permitted by Section 6.09; and (C) pay corporate overhead expenses and other expenses incurred in the ordinary course of the operation of Holdings business (which operation shall be in compliance with Section 6.03Restricted Subsidiaries), (iii) so long as no Default has occurred which is continuingParent may make Restricted Payments, Holdings may declare not exceeding $5,000,000 during any fiscal year of Parent, pursuant to and pay partnership distributions in accordance with its partnership agreement from dividends paid by stock option plans or other benefit plans for management or employees of Parent and the US BorrowerRestricted Subsidiaries (with any unused amount available in the following fiscal year only), UK Borrower, Pipe and EMCayman in compliance with clauses (iv) Parent may repurchase Equity Interests upon the exercise of stock options, deferred stock units, performance units and restricted shares to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units, performance units or restricted shares, (v) Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Parent in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in Parent, (vi) Parent may make other Restricted Payments, provided that at the time of and immediately after giving effect to any such Restricted Payment referred to in this Section 6.08(aclause (vi), so long as, (A) no Event of Default has shall have occurred or is continuing or would result and be continuing, (B) after giving effect to such distributionRestricted Payment and any related transaction on a Pro Forma Basis the Total Leverage Ratio shall not exceed 3.504.00 to 1.00 (calculated as of the last day of the fiscal quarter of Parent then most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b)), (C) the amount of such repurchase or other Restricted Payment shall not exceed the Available Amount as of the date thereof and (D) Parent shall have delivered to the Administrative Agent a certificate of a Financial Officer of Parent in form reasonably satisfactory to the Administrative Agent conforming compliance with this clause (vi), including computations demonstrating compliance with the requirement set forth in clause (B) abovethe foregoing subclause (vi)(B), (vii) Parent may make other Restricted Payments, provided that at the time of and immediately after giving effect to any such distribution Aggregate Availability is not less than $40,000,000 Restricted Payment referred to in this clause (vii), (A) no Event of Default shall have occurred and be continuing, (CB) the Fixed Charge Coverage Ratio (after giving effect to such distribution) would Restricted Payment and any related transaction on a Pro Forma Basis the Total Leverage Ratio shall not be less than 1.10 exceed 2.50 to 1 for 1.00 (calculated as of the last day of the fiscal quarter of Parent then most recently completed Fixed Charge Coverage Calculation Period assuming that ended for purposes which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b)) and (C) Parent shall have delivered to the Administrative Agent a certificate of calculating a Financial Officer of Parent in form reasonably satisfactory to the Fixed Charge Coverage Ratio for such period such distribution occurred on Administrative Agent conforming compliance with this clause (vii), including computations demonstrating compliance with the first day of such periodrequirement set forth in the foregoing subclause (vii)(B), (iv) the US Borrower may pay dividends to Holdings so long as, (A) no Default has occurred which is continuing, and (B) immediately after giving effect to such payment, US Availability is not less than $15,000,000, (v) the UK Borrower may pay dividends to Pipe (which in turn may pay dividends in a like amount to EMCayman which in turn may pay dividends in a like amount to Holdingsviii) so long as (A) no Event of Default has occurred which and is continuing, Parent may declare and make Restricted Payments in an aggregate amount not to exceed $10,000,00015,000,000 in any fiscal quarter in respect of dividends on Parent’s common stock; provided that such amount shall increase to $15,000,000 in any fiscal quarter if the Senior Secured Leverage Ratio as of the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered is less than 2.00 to1.00 and (B) immediately after giving effect to such paymentviii, UK Availability is not less than $15,000,000; and (viix) Parent and its Restricted Subsidiaries of may make other Restricted Payments in an amount not to exceed $50,000,000100,000,000 in the US Borrower and UK Borrower may pay dividends ratably to the holders of their Equity Interestsaggregate.