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, make, directly or indirectly, any Restricted Payment, except (i) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party).

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

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willBorrower will declare or make, nor will it permit any Subsidiary to, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Company each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), ; (ii) Subsidiaries any Borrower (other than the Company) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, (iii) any Borrower may make Restricted Payments to any other Borrower that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, direct parent; (iv) the Company may use the proceeds of the Convertible Notes to (A) repurchase shares of its common Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present from one or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any more holders thereof within 30 days of the foregoing), to the extent such Equity Interests represent a portion of the exercise price issuance of such stock optionsConvertible Notes and (B) purchase the Company Call Options, deferred stock units in each case as long as no Default or restricted shares, Event of Default has occurred and is continuing or would result therefrom; (v) the Company may make cash payments in lieu settle conversions of the issuance Convertible Notes and settle the Dealer Counterparty Warrants in common stock of fractional shares representing insignificant interests in the Company or in connection with cash solely from amounts the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock Company receives in settlements under the CompanyCompany Call Options; provided, however, no and (vi) the Company may make Restricted Payments if no Default or Event of Material Intellectual Property Default has occurred and is continuing or would result therefrom (or, A) in an unlimited amount during any period of time when there are no Revolving Loans outstanding (both immediately before and after giving effect to the making of any such Restricted Payment) and (B) in an annual amount not to exceed (1) $50,000,000 if Pro Forma Availability at the time the relevant Restricted Payment is made is equal to or greater than $150,000,000 and (2) $25,000,000 at any time that any FILO Term Loans remain outstanding, any Intellectual Propertyeither (x) shall be Pro Forma Availability at the time the relevant Restricted Payment is made by any Person is less than $150,000,000 but is equal to or greater than $100,000,000 or (other y)(I) Pro Forma Availability at the time the relevant Restricted Payment is made is less than $100,000,000 but is equal to a Loan Party)or greater than $50,000,000 and (II) the Pro Forma Fixed Charge Coverage Ratio at the time the relevant Restricted Payment is made for the Test Period in effect at the time such restricted payment is made is greater than 1.1:1.0.

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 or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the Company Borrowers and its Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries any Subsidiary may distribute make a Restricted Payment to a Borrower and any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that which is not a Loan PartyParty may make a Restricted Payment to another Subsidiary, (iii) Subsidiaries each of the Loan Parties may pay dividends ratably with respect make other Restricted Payments so long as: (A) both before and after giving effect to their Equity Interests; providedsuch Restricted Payment, that if any Subsidiary is non-wholly-ownedno Default exists, such Subsidiary may only pay dividends ratably with respect will exist, or would result therefrom, and (B) after giving effect to its Equity Interests held or owned by a Loan Party or a Subsidiary the consummation of such Restricted Payment, on a pro forma basis, either: (I) at all times for the 45 day period prior to the consummation of such Restricted Payment and after giving effect to such Restricted Payment, Excess Availability is greater than or equal to an amount equal to 25% of the aggregate Revolving Commitments, or (II) (x) at all times for the 45 day period prior to the consummation of such Restricted Payment and after giving effect to such Restricted Payment, Excess Availability is greater than or equal to an amount equal to 20% of the aggregate Revolving Commitments, and (y) the Fixed Charge Coverage Ratio, calculated on a trailing four fiscal quarter basis, is greater than or equal to 1.2 to 1.0, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Administrative Agent under the Loan PartyDocuments, (iv) the Company may repurchase make noncash repurchases of Equity Interests deemed to occur upon the exercise of stock options, deferred stock units and restricted shares held by any future, present options or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent similar equity incentive awards if such Equity Interests represent a portion of the exercise price of such stock optionsoptions or similar equity incentive awards, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, (vi) so long as no Default has occurred and is continuing, the Company may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company held by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Company or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including but not limited to the ESOP and including any stock subscription or shareholder agreement) with any employee, director, consultant or distributor of the Company or any of its Subsidiaries in an aggregate amount not to exceed $500,000 in any calendar year, and (vii) the Company may make distributions or pay dividends to the ESOT in the amounts of regularly scheduled payments to be made on the ESOP Indebtedness in accordance with the terms of the ESOP Loan Documents in effect on the date hereof; provided, howeverthat, no Restricted Payments of Material Intellectual Property (oras to any such distribution or dividend, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made all proceeds received by any Person (other than the ESOT are used by the ESOT to a Loan Party)repay the ESOP Indebtedness.

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 or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Company any Loan Party or any of its Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), ; (ii) Subsidiaries any Subsidiary may distribute make a Restricted Payment to a Borrower and any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that which is not a Loan Party, Party may make a Restricted Payment to another Subsidiary; (iii) the Loan Parties and their Subsidiaries may (A) so long as no Event of Default has occurred and is continuing, repurchase Equity Interests from employees, officers or directors upon death, disability, retirement or termination of employment, where such repurchases are made pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Loan Parties, and (B) repurchase Equity Interests from employees, officers or directors (in circumstances other than contemplated in the immediately preceding subclause (A)), where such repurchases are made pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Loan Parties; provided that the net cash outlay of the Loan Parties and their Subsidiaries in connection with repurchase events under this subclause (B) shall not exceed (x) $5,000,000 for any such individual repurchase event, and (y) $10,000,000 during any fiscal year of the Company; (iv) so long as there exists no Event of Default, Holdings may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect or make distributions to its Equity Interests held or owned by a Loan Party or a Subsidiary members in an aggregate amount not greater than the amount necessary for such members to pay their actual state and United States federal income tax liabilities in respect of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise income of stock options, deferred stock units and restricted shares held by Holdings after deducting any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and unused prior losses; (v) the Company and Holdings may make cash payments in lieu the Specified Distribution on the Effective Date, subject to the conditions set forth herein; (vi) the Loan Parties may make other Restricted Payments subject to the satisfaction of the issuance of fractional shares representing insignificant interests in Payment Condition, and (vii) Holdings and the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to may consummate a Loan Party)Qualifying IPO Restructuring and a Qualifying IPO.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, 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) the Company each Loan Party and its Subsidiaries may declare and pay dividends or other distributions with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), ; (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided(iii) the Company may make Restricted Payments, that if not exceeding $10,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to its Equity Interests held equity incentive plans or owned by a Loan Party other benefit plans for management or a Subsidiary employees of such Loan Party, the Company and the Subsidiaries and for deceased and terminated employees and present and former directors (including from their estates) and (iv) the Company may repurchase Equity Interests upon make other Restricted Payments; provided that both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing, (B) the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall be at least 1.25 to 1.00 (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any determined on a Pro Forma Basis in respect of the foregoing), to the extent Test Period in effect at such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, time) and (vC) no Level 4 Minimum Aggregate Availability Period shall be in effect. Notwithstanding the foregoing, the Company may make cash payments in lieu purchase, redeem or retire Equity Interests of the issuance Company with (x) the net cash proceeds of fractional shares representing insignificant interests the sale of its Equity Interests in the Company Mexican Joint Venture; provided that, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Fixed Charge Coverage Ratio for the Test Period in connection with effect at the exercise time such Restricted Payment is to occur shall be at least 1.00 to 1.00 (determined on a Pro Forma Basis in respect of warrantsthe Test Period in effect at such time) and (3) no Minimum Aggregate Availability Period shall be in effect or (y) up to 50% of the net cash proceeds resulting from any asset sales, options transfers or other securities convertible into dispositions under Section 6.05(g) or exchangeable for shares of common stock in the Company; provided6.05(i), howeverprovided that, no such Restricted Payments are made within six months of Material Intellectual Property the applicable asset sale, transfer or disposition and, both immediately before and immediately after giving pro forma effect thereto, (or1) no Default or Event of Default shall have occurred and be continuing, (2) the Fixed Charge Coverage Ratio for the Test Period in effect at any the time that any FILO Term Loans remain outstanding, any Intellectual Property) such Restricted Payment is to occur shall be made by any Person at least 1.00 to 1.00 (other determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (3) Aggregate Availability shall be greater than or equal to a Loan Party)$750,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, declare or make, directly or indirectly, any Restricted Payment, except (i) the Company Borrower may declare and pay dividends with respect to its common stock or Qualified Preferred Stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or Qualified Preferred Stock, or make cash payments in shares lieu of its common stock, subject to the restrictions under Section 6.04(c)fractional shares, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcommon stock, that if any Subsidiary is non-wholly-owned, such Subsidiary (iii) the Borrower may only declare and pay cash dividends ratably with respect to its Equity Interests held common stock and effect repurchases, redemptions or owned by a Loan Party other Restricted Payments with respect to its common stock; provided that immediately prior and after giving effect to any such payment no Default or a Subsidiary Event of Default shall have occurred and be continuing and, immediately after giving effect to any such payment either (1) ABL Availability is greater than $450,000,000 or (2) (x) ABL Availability is greater than $300,000,000, and (y) 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 Loan Partypayment, calculated on a pro forma basis as if such payment were made on the first day of such period, shall not be less than 1.00 to 1.00, (iv) the Company Borrower may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by pay cash dividends in an amount not to exceed $80,000,000 in any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any fiscal year of the foregoing)Borrower with respect to any Preferred Stock of the Borrower; 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 extent such Equity Interests represent a portion of the exercise price date of such stock optionspayment, deferred stock units or restricted sharescalculated 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, and (v) the Company Borrower and the Subsidiaries may make cash payments in lieu Restricted Payments consisting of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options repurchase or other securities convertible into acquisition of shares of, or exchangeable options to purchase shares of, capital stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any Subsidiary (or their permitted transferees), in each case pursuant to stock option plans, stock plans, employment agreements or other employee benefit plans approved by the board of directors of the Borrower; provided that no Default has occurred and is continuing; and provided further that the aggregate amount of such Restricted Payments made in any fiscal year of the Borrower shall not exceed $10,000,000, (vi) the Subsidiaries may declare and pay cash dividends to the Borrower; provided that the Borrower shall, within a reasonable time following receipt of any such payment, use all of the proceeds thereof for a purpose set forth in Section 5.10(a) or a Refinancing Amendment (including the payment of dividends required or permitted pursuant to this Section 6.08(a)), (vii) 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 Closing Date and (viii) so long as no Default or Event of Default has occurred 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 in after the Company; providedClosing Date, however, no Restricted Payments of Material Intellectual Property (or, at any time provided that any FILO Term Loans remain outstandingsuch 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 prior and after giving effect to any Intellectual Propertysuch redemption or repurchase no Default or Event of Default shall have occurred and be continuing and, immediately after giving effect to any such redemption or repurchase either (1) ABL Availability is greater than $450,000,000, or (2) (x) ABL Availability is greater than $300,000,000, and (y) 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 redemption or repurchase, calculated on a pro forma basis as if such redemption or repurchase were made on the first day of such period, shall not be made by any Person (other less than 1.00 to a Loan Party)1.00.

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) the Company Borrower may declare and pay dividends with respect to its common stock or Qualified Preferred Stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Qualified Preferred Stock, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcommon stock, that if any Subsidiary is non-wholly-owned, such Subsidiary (iii) the Borrower may only declare and pay cash dividends ratably with respect to its Equity Interests held common stock and effect repurchases, redemptions or owned by a Loan Party other Restricted Payments with respect to its common stock, together in 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 a Subsidiary Event of Default shall have occurred and be continuing and, immediately after giving effect to any such Loan Partypayment, the Borrower shall have Revolver Availability of more than $100,000,000, (iv) the Company Borrower may repurchase Equity Interests upon pay cash dividends in an amount not to exceed $60,000,000 in any fiscal year of the exercise of stock optionsBorrower with respect to the Series E Preferred Stock, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (Series I Preferred Stock or any spousesother Qualified Preferred Stock; provided that (x) immediately prior and after giving effect to any such payment, former spousesno 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, successors, executors, administrators, heirs, legatees the Consolidated Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters most recently ended on or distributes of any of the foregoing), prior to the extent such Equity Interests represent a portion of the exercise price date of such stock optionspayment, deferred stock units or restricted sharescalculated 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, and (v) the Company Borrower and the Subsidiaries may make cash payments in lieu Restricted Payments consisting of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options repurchase or other securities convertible into acquisition of shares of, or exchangeable options to purchase shares of, capital stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any Subsidiary (or their permitted transferees), in each case pursuant to stock option plans, stock plans, employment agreements or other employee benefit plans approved by the board of directors of the Borrower; provided that no Default has occurred and is continuing; and provided further that the aggregate amount of such Restricted Payments made after the Original Restatement Effective Date shall not exceed $10,000,000, (vi) the Subsidiaries may declare and pay cash dividends to the Borrower; provided that the Borrower shall, within a reasonable time following receipt of any such payment, use all of the proceeds thereof for a purpose set forth in Section 5.10(b) (including the payment of dividends required or permitted pursuant to this Section 6.08(a)), (vii) the Borrower and the Subsidiaries may declare and pay cash dividends with respect to the Equity Interests set forth on Schedule 6.08(a) to the extent, and only to the extent, required pursuant to the terms of such Equity Interests or any other agreement in effect on the Effective Date and (viii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, 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 in after the Company; providedOriginal Restatement Effective Date, however, no Restricted Payments of Material Intellectual Property (or, at any time provided that any FILO Term Loans remain outstandingsuch 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 Intellectual Property) such redemption or repurchase, the Borrower shall be made by any Person (other have Revolver Availability of more than to a Loan Party)$100,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, make, directly or indirectly, any Restricted Payment, except (i) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, and (vi) the Company may make other Restricted Payments; provided, that after giving pro forma effect to any such Restricted Payment pursuant to this clause (vi), the Payment Condition shall be satisfied with respect to such Restricted Payment; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party) except with respect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result of a Restricted Payment otherwise permitted hereunder, and in any such case, such Restricted Payment, if applicable, shall be subject to a non-exclusive, irrevocable (until Payment in Full) royalty-free license of such Material Intellectual Property in favor of the Administrative Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Security Agreement (or otherwise reasonably satisfactory to the Administrative Agent).

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) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary (ii) the Borrower may only declare and pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary payable solely in shares of such Loan PartyQualified Equity Interests, (iii) scheduled dividends payable with respect to the outstanding shares of Series C Preferred Stock pursuant to the terms thereof in existence on the Effective Date, (iv) the Company Borrower may repurchase Equity Interests upon make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements or other benefit plans approved by the exercise Borrower’s board of stock optionsdirectors for management, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spousesdirectors, former spousesdirectors, successors, executors, administrators, heirs, legatees or distributes of any employees and former employees of the foregoing)Borrower and the Subsidiaries, to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) if the Company Borrower or any Subsidiary subsequently becomes an operational national securities exchange under the Exchange Act, the Borrower may redeem the outstanding share of Series D Preferred Stock, (vi) on or after the delivery of the financial statements and the certificate of a Financial Officer pursuant to Section 5.01(a) and Section 5.01(c), respectively, for the Borrower’s fiscal year ended December 31, 2006, the Borrower may repurchase, redeem or retire its Equity Interests in an aggregate amount in any fiscal year not to exceed 50% of Excess Cash Flow for the immediately preceding fiscal year, provided that (x) at the time of any such payment, no Default shall have occurred and be continuing or would result therefrom, (y) any amounts required to be applied to prepay Term Loans pursuant to Section 2.11(d) shall have been so applied and (z) the Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of such Excess Cash Flow and (vii) the Borrower may make cash payments additional repurchases, redemptions and retirements of its Equity Interests in lieu an aggregate amount not to exceed $25,000,000 during the term of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)this Agreement.

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

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) the Company Holdings may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries Holdings may distribute make any cash, property dividend or assets distribution to the Company or all holders of its common stock to redeem rights issued pursuant to any other Loan Party stockholder rights plan, “poison pill” or a similar arrangement, provided that the aggregate amount of such dividends and Subsidiaries that are distributions shall not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partyexceed $750,000, (iii) the Borrower and the Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) Holdings may make Restricted Payments pursuant to and in accordance with (A) equity incentive plans or other benefit plans for management or employees of Holdings and its Subsidiaries so long as the Company may repurchase Equity Interests upon Negative Covenant Permission Trigger is satisfied and (B) the exercise employment agreement, dated as of stock optionsSeptember 30, deferred stock units 2011 and restricted shares held effective as of October 1, 2011, by and among Holdings, the Borrower and X. Xxxxxx Kathwari, as set forth on Exhibit 10(i) of the Form 8-K publicly filed by Holdings with the SEC on October 6, 2011 (and any futureemployment agreement replacing such employment agreement, present so long as the terms thereof are commercially reasonable and not materially less favorable to the Borrower or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, other Loan Parties) and (v) Holdings, the Company Borrower and its Subsidiaries may make cash payments in lieu of any Restricted Payment so long as the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)Negative Covenant Permission Trigger is satisfied.

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 or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the Company Loan Parties may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries any Loan Party may distribute any cash, property or assets to the Company or declare and pay dividends to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party may declare and pay dividends to any Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Partythe 2018 Shareholder Redemption, (iv) the Loan Parties may make Restricted Payments constituting dividends by the Company may repurchase Equity Interests upon to its shareholders subject to the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any satisfaction of the foregoingDividend Condition, so long as (I) such Restricted Payment is permitted under applicable law, (II) such Restricted Payment is made within the 60 day period immediately following the satisfaction of such applicable Dividend Condition, (III) no Event of Default pursuant to clauses (a), to (b), (h) or (i) of Article VII has occurred and is continuing at the extent such Equity Interests represent a portion time of the exercise price making of such stock optionsRestricted Payment, deferred stock units or restricted shares(IV) the aggregate amount of all Restricted Payments made pursuant to this clause (iv) in each fiscal quarter of the Company does not exceed $1,000,000 and (V) no such Restricted Payment is actually made prior to July 1, 2018, and (v) the Company Loan Parties may make cash payments in lieu other Restricted Payments subject to the satisfaction of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Payment Conditions and so long as such Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)are permitted under applicable law.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, Neither the Borrower nor will it permit any Subsidiary towill 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) the Company Borrower may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stockEquity Interests permitted hereunder, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred capital stock, payable solely partnership or membership interests or other similar Equity Interests, or make other Restricted Payments in additional shares respect of its Equity Interests, in each case ratably to the holders of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan PartyEquity Interests, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company Borrower may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viv) the Company Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company 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 make Restricted Payments, not exceeding $2,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Borrower and the Subsidiaries and (vi) (A) the Borrower may declare and make Restricted Payments so long as, at the time thereof and after giving effect thereto, (1) no Default shall have occurred and be continuing, (2) the Liquidity shall not be less than the greater of (x) 30% of the Aggregate Commitment and (y) $20,000,000, (3) the Fixed Charges Coverage Ratio, determined (on a pro forma basis to give effect to any Indebtedness incurred in connection with such Restricted Payment) 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 1.00, (4) the Fixed Charges Coverage Ratio, determined (on a projected pro forma basis to give effect to any Indebtedness incurred in connection with such 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 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 (vi) have been satisfied with respect to such Restricted Payment and (y) based on the information then available to the Borrower, the Borrower in good faith expects that Liquidity will not be less than the greater of (I) 30% of the Aggregate Commitment and (II) $20,000,000 at any time during the six month period following the declaration and payment of such Restricted 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, and (B) the Borrower may pay any dividend on its shares of common stock within 60 days of the declaration thereof so long as the declaration thereof was made in compliance with the Company; provided, however, no Restricted Payments of Material Intellectual Property preceding clause (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan PartyA).

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) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary (ii) the Borrower may only declare and pay dividends ratably with respect to its Equity Interests held or owned with respect to Equity Equivalents payable solely in Equity Interests or Equity Equivalents (other than Disqualified Equity Interests), (iii) the Borrower may make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements or other benefit plans approved by a Loan Party or a Subsidiary the Borrower’s board of such Loan Partydirectors for management, directors, former directors, employees and former employees of the Borrower and the Subsidiaries, (iv) if the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (Borrower or any spousesSubsidiary subsequently becomes an operational national securities exchange under the Exchange Act, former spousesthe Borrower may redeem the outstanding share of Series D Preferred Stock, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company Liberty may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (orpursuant to and in accordance with stock option plans, at any time employment agreements and/or benefit plans in existence on the Funding Date, provided that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made such plans or agreements were not procured or approved by any Person Borrower or its subsidiaries (other than the Liberty Group), (vi) on or after the delivery of the financial statements and the certificate of a Financial Officer pursuant to Section 5.01(a) and Section 5.01(c), respectively, for the Borrower’s fiscal year ended December 31, 2007, the Borrower may repurchase, redeem or retire its Equity Interests or Equity Equivalents in an aggregate amount in any fiscal year not to exceed 50% of Excess Cash Flow for the immediately preceding fiscal year, provided that (w) pro forma for such Restricted Payment, Borrower’s Leverage Ratio for such fiscal year shall be less than 6:00 to 1:00, (x) at the time of any such payment, no Default shall have occurred and be continuing or would result therefrom, (y) any amounts required to be applied to prepay Term Loans pursuant to Section 2.11(d) shall have been so applied and (z) the Borrower has delivered to the Administrative Agent a Loan Party)certificate of a Financial Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of such Excess Cash Flow, (vii) the Borrower may pay “pay-in-kind” dividends on Preferred Qualified Equity and on shares of Perpetual Preferred Stock, (viii) the Borrower may make additional repurchases, redemptions and retirements of its Equity Interests and Equity Equivalents in an aggregate amount not to exceed $25,000,000 during the term of this Agreement, (ix) Liberty may redeem the outstanding shares of the Liberty Series B Shares and (x) the Borrower or its Subsidiaries may redeem, repurchase or otherwise acquire Preferred Qualified Equity and/or shares of Perpetual Preferred Stock with the proceeds of a substantially contemporaneous offering of Qualified Equity Interests of the Borrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, 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) the Company SYXGIC may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject (ii) SYXGIC may declare and pay dividends, and make other distributions, share repurchases and other payments in respect to its common and/or preferred stock, if (x) at the restrictions under Section 6.04(ctime of the declaration of such payment, no Default or Event of Default has occurred which is then continuing and (y) no Default or Event of Default pursuant to clauses (a), (iib), (h) Subsidiaries may distribute or (i) of Article VII exist at the time of such payment; provided that any cash, property such payment shall be made no later than fifteen (15) Business Days after the declaration thereof and (C) after giving effect thereto Borrowing Base Availability will not be less than the greater of (I) 2520% of the then applicable aggregate Commitment or assets to (II) $17,500,00015,000,000 on a pro forma basis for the Company or to any other Loan Party thirty (30) day period pre and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partypost such date of payment, (iii) Subsidiaries of SYXGIC may declare and pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, and (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company Borrowers may make cash payments Restricted Payments pursuant to and in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection accordance with the exercise of warrants, options stock compensation plans or other securities convertible into benefit plans for management or exchangeable for shares employees of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)SYXGIC and its Consolidated Subsidiaries.

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) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary (ii) the Borrower may only declare and pay dividends ratably with respect to its Equity Interests held or owned with respect to Equity Equivalents payable solely in Equity Interests or Equity Equivalents (other than Disqualified Equity Interests), (iii) the Borrower may make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements or other benefit plans approved by a Loan Party or a Subsidiary the Borrower’s board of such Loan Partydirectors for management, directors, former directors, employees and former employees of the Borrower and the Subsidiaries, (iv) if the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (Borrower or any spousesSubsidiary subsequently becomes an operational national securities exchange under the Exchange Act, former spousesthe Borrower may redeem the outstanding share of Series D Preferred Stock, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company Liberty may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (orpursuant to and in accordance with stock option plans, at any time employment agreements and/or benefit plans in existence on the First Funding Date, provided that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made such plans or agreements were not procured or approved by any Person Borrower or its Subsidiaries (other than the Liberty Group), (vi) on or after the delivery of the financial statements and the certificate of a Financial Officer pursuant to Section 5.01(a) and Section 5.01(c), respectively, for the Borrower’s fiscal year ended December 31, 2007, the Borrower may repurchase, redeem or retire its Equity Interests or Equity Equivalents in an aggregate amount in any fiscal year not to exceed 50% of Excess Cash Flow for the immediately preceding fiscal year, provided that (w) pro forma for such Restricted Payment, Borrower’s Leverage Ratio for such fiscal year shall be less than 6:00 to 1:00, (x) at the time of any such payment, no Default shall have occurred and be continuing or would result therefrom, (y) any amounts required to be applied to prepay Term Loans pursuant to Section 2.11(d) shall have been so applied and (z) the Borrower has delivered to the Administrative Agent a Loan Party)certificate of a Financial Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of such Excess Cash Flow, (vii) the Borrower may pay “pay-in-kind” dividends on Preferred Qualified Equity and on shares of Perpetual Preferred Stock, (viii) the Borrower may make additional repurchases, redemptions and retirements of its Equity Interests and Equity Equivalents in an aggregate amount not to exceed $25,000,000 during the term of this Agreement, (ix) Liberty may redeem the outstanding shares of the Liberty Series B Shares and (x) the Borrower or its Subsidiaries may redeem, repurchase or otherwise acquire Preferred Qualified Equity and/or shares of Perpetual Preferred Stock with the proceeds of a substantially contemporaneous offering of Qualified Equity Interests of the Borrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, Neither the Company nor will it permit any Subsidiary towill 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) the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares common Equity Interests of its common stockthe Company, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred capital stock, payable solely in additional shares partnership or membership interests or other similar Equity Interests, ratably to the holders of such preferred stock Equity Interests or otherwise in shares connection with (x) the Scheduled Reorganizations, (y) constituting a Qualifying Round-Trip Investment or (z) any sale, transfer or other disposition of its common stock, subject assets permitted pursuant to the restrictions under last sentence of Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party6.05, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viv) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common capital stock in the Company, (v) the Company may make Restricted Payments, not exceeding $3,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Company and the Subsidiaries, (vi) the Company may make cash payments upon conversion of the Convertible Senior Debentures (or other convertible securities with terms substantially similar to, and no less favorable to the Lenders than, those of the Convertible Senior Debentures) into common stock of the Company in an amount not to exceed the stated principal amount of the Convertible Senior Debentures (or such other convertible securities) so converted and otherwise in accordance with Section 6.08(b)(vi)(B), (vii) [reserved], (viii) at the time and after giving effect thereto, the Company may make any Restricted Payment so long as, both immediately before and after giving pro forma effect to such Restricted Payment, no Default or Event of Default shall have occurred and be continuing and the Leverage Ratio would not exceed 2.25 to 1.00 and (ix) the Company may make other Restricted Payments not to exceed an aggregate amount of $75,000,000 in any calendar year (with up to $25,000,000 of any unused amounts for any calendar year being carried over to the following calendar year, but not to any subsequent calendar year, and the permitted amount for each calendar year shall be used prior to any amount carried over from the prior calendar year); provided, however, no that the aggregate amount of Restricted Payments of Material Intellectual Property made pursuant to this subclause (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Propertyix) shall be made by any Person (other than to a Loan Party)not exceed $225,000,000 in the aggregate during the term of this Agreement.

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) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary (ii) the Borrower may only declare and pay dividends ratably with respect to its Equity Interests held or owned with respect to Equity Equivalents, in each case, payable solely in Equity Interests or Equity Equivalents (other than Disqualified Equity Interests); (iii) the Borrower may make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements or other benefit plans approved by a Loan Party or a Subsidiary the Borrower’s board of such Loan Partydirectors for management, directors, former directors, employees and former employees of the Borrower and the Subsidiaries; (iv) OMX may make Restricted Payments pursuant to and in accordance with stock option plans, employment agreements and/or benefit plans in existence on the Company may repurchase Equity Interests upon Closing Date, provided that such plans or agreements were not procured or approved by Borrower or its subsidiaries (other than the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoingOMX Group), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and ; (v) the Company Borrower may make cash payments in lieu Restricted Payments out of the issuance Available Amount, provided that (x) on a Pro Forma Basis (A) the Leverage Ratio as of fractional shares representing insignificant interests the Borrower’s most recently ended full fiscal quarter for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 5.01 would be less than the Applicable Leverage Ratio and (B) the Borrower would be in the Company in connection compliance on a Pro Forma Basis with the exercise covenant set forth in Section 6.12 as of warrantsthe most recent test date as of the most recent test date for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 5.01, options or other securities convertible into or exchangeable for shares (y) at the time of common stock in the Company; provided, howeverany such payment, no Default shall have occurred and be continuing or would result therefrom, and (z) the Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of such Available Amount; (vi) the Borrower may make additional Restricted Payments in an aggregate amount (when aggregated with the amount expended pursuant to Section 6.08(b)(iv) below) not to exceed $25,000,000 during the term of Material Intellectual Property this Agreement; and (orvii) the Borrower or its Subsidiaries may redeem, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to repurchase or otherwise acquire Qualified Equity Interests with the proceeds of a Loan Party)substantially contemporaneous offering of Qualified Equity Interests of the Borrower.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, 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) the Company each Loan Party and its Subsidiaries may declare and pay dividends or other distributions with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), ; (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided(iii) the Company may make Restricted Payments, that if not exceeding $10,000,00020,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to its Equity Interests held equity incentive plans or owned by a Loan Party other benefit plans for management or a Subsidiary employees of such Loan Partythe Company and the Subsidiaries and for deceased and terminated employees and present and former directors (including from their estates), (iv) the Company may repurchase Equity Interests upon enter into option, warrant and similar derivative transactions in connection with a Permitted Convertible Notes Offering and may settle such transactions in accordance with the exercise of stock optionsterms thereof, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may declare and pay dividends payable in cash with respect to its capital stock and may make cash payments in lieu payments, including any sinking fund or similar deposit, on account of the issuance purchase, redemption, retirement, acquisition, cancellation or termination of fractional shares representing insignificant interests any Equity Interests in the Company or any option, warrant or other right to acquire any Equity Interests in the Company in connection with the exercise an aggregate amount not to exceed $75,000,000125,000,000 during any fiscal year of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; providedprovided that, howeverwith respect to this clause (v), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing and (B) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000; (vi) Restricted Payments in respect of Material Intellectual Property Permitted Convertible Notes permitted under Section 6.09(b); (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Propertyvii) shall be made by any Person the Company may make Restricted Payments (other than in cash) pursuant to any shareholder rights plan or similar arrangement; (viii) the Company may make other Restricted Payments; provided that, with respect to this clause (viii), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing, and (B) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occurLiquidity shall be at least 1.10 to 1.00 (determined on a Loan PartyPro Forma Basis in respect of the Test Period in effect at such time) and (C) no Level 4 Minimum$500,000,000, including Aggregate Availability Period shall be in effectof at least $400,000,000 and; (ix) upon receipt of requisite approval by the Company’s shareholders of the OfficeMax Merger, Restricted Payments to the holders of preferred stock of the Company (the “Preferred Stockholders”) to redeem up to and including 175,000 shares of preferred stock; and (x) immediately prior to consummation of the OfficeMax Merger, Restricted Payments (A) to the Preferred Stockholders to redeem any outstanding preferred shares of the Company and (B) to repurchase any outstanding common shares of the Preferred Stockholders such that immediately following consummation of the OfficeMax Merger, the Preferred Stockholders hold less than 5% of the undiluted common stock of the Company. Notwithstanding the foregoing, the Company may purchase, redeem or retire Equity Interests of the Company with (x) the net cash proceeds of the sale of its Equity Interests in the Mexican Joint Venture or in Boise Cascade Holdings, L.L.C.; provided that, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall be at least 1.00 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (3) no Minimum Aggregate Availability Period shall be in effect or (y) up to 50% of the net cash proceeds resulting from any asset sales, transfers or dispositions under Section 6.05(g) or 6.05(i), provided that, such Restricted Payments are made within six months of the applicable asset sale, transfer or disposition and, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall be at least 1.00 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (32) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company 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) the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(cEquity Interests (other than Disqualified Stock), (ii) Subsidiaries any Subsidiary may distribute any cashdeclare and pay dividends or make other distributions with respect to its capital stock, property partnership or assets membership interests or other similar Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partythe Subsidiaries), (iii) Subsidiaries the Company may pay dividends ratably make Restricted Payments, not exceeding $1,000,000 during any fiscal year of the Company, pursuant to and in accordance with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held stock option plans or owned by a Loan Party other benefit plans for management or a Subsidiary employees of such Loan Partythe Company and the Subsidiaries, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; providedCompany and (vi) the Company may repurchase shares of its common stock and make other Restricted Payments, howeverprovided that at the time of and immediately after giving effect to any such repurchase or other Restricted Payment referred to in this clause (vi), (A) no Restricted Payments Default or Event of Material Intellectual Property Default shall have occurred and be continuing, (B) the Fixed Charge Coverage Ratio, computed on a Pro Forma Basis for the most recent period of four fiscal quarters of the Company for which financial statements shall have been delivered pursuant to Section 5.01 (or, at any time that any FILO Term Loans remain outstandingprior to the first such delivery, any Intellectual Property) ending on April 28, 2012), shall be made by any Person not less than 1.15 to 1.00, (C) Availability, determined on a Pro Forma Basis, shall have been and shall be not less than 17.5% of the total Revolving Commitments in effect at all times during the period commencing on the 60th day before such Restricted Payment and (D) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Company in form and detail reasonably satisfactory to the Administrative Agent setting forth computations demonstrating compliance with the requirement set forth in clauses (B) and (C) above and confirming that the other than to a Loan Party)requirements of this clause (vi) have been satisfied.

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, except or incur any obligation (contingent or otherwise) to do so, except, individually and cumulatively, (i) the Company each of Holdings and each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries each Subsidiary of Holdings (including the Netherlands Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary (iii) unless a Restriction Period is non-wholly-ownedin existence, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a each Loan Party may make Restricted Payments, not exceeding $2,000,000 in the aggregate with regard to all such Loan Parties during any fiscal year of Holdings, pursuant to and in accordance with stock option plans or a Subsidiary other benefit plans for management or employees of such Loan PartyParty and its Subsidiaries, (iv) the Company Borrowers may repurchase Equity Interests upon the exercise make Restricted Payments to Holdings for purposes of stock optionspaying any federal, deferred stock units and restricted shares held by any future, present state or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), local income Taxes to the extent that such Equity Interests represent a portion income Taxes are directly attributable to the income of the exercise price of such stock optionsUS Borrower and its Subsidiaries, deferred stock units or restricted sharespaying franchise Taxes and other fees to maintain its legal existence, and paying corporate overhead expenses of Holdings including financing transactions that benefit the US Borrower and its Subsidiaries and to pay salaries or other compensation of employees who perform services for both Holdings and the US Borrower, (v) unless a Restriction Period is in existence, the Company Borrowers and Holdings may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments from time to time in an aggregate amount not to exceed $5,000,000 during any fiscal year of Material Intellectual Property Holdings; and (orvi) unless a Restriction Period is in existence, at any Borrower and Holdings may make Restricted Payments from time that any FILO Term Loans remain outstanding, any Intellectual Propertyto time in an aggregate amount not to exceed the lesser of (x) shall be made by any Person $0.20 per outstanding share of Holdings or (other than to a Loan Party)y) $4,000,000 in each 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 declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the Company Borrowers and its Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries any Subsidiary may distribute make a Restricted Payment to a Borrower and any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that which is not a Loan PartyParty may make a Restricted Payment to another Subsidiary, (iii) Subsidiaries each of the Loan Parties may pay dividends ratably with respect make other Restricted Payments so long as: (A) both before and after giving effect to their Equity Interests; providedsuch Restricted Payment, that if any Subsidiary is non-wholly-ownedno Default exists, such Subsidiary may only pay dividends ratably with respect will exist, or would result therefrom, and (B) after giving effect to its Equity Interests held or owned by a Loan Party or a Subsidiary the consummation of such Restricted Payment, on a pro forma basis, either: (I) at all times for the 9045 day period prior to the consummation of such Restricted Payment and after giving effect to such Restricted Payment, Excess Availability is greater than or equal to an amount equal to 25% of the aggregate Revolving Commitments, or (II) (x) at all times for the 9045 day period prior to the consummation of such Restricted Payment and after giving effect to such Restricted Payment, Excess Availability is greater than or equal to an amount equal to 20% of the aggregate Revolving Commitments, and (y) the Fixed Charge Coverage Ratio, calculated on a trailing four fiscal quarter basis, is greater than or equal to 1.2 to 1.0, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Administrative Agent under the Loan PartyDocuments, (iv) the Company may repurchase make noncash repurchases of Equity Interests deemed to occur upon the exercise of stock options, deferred stock units and restricted shares held by any future, present options or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent similar equity incentive awards if such Equity Interests represent a portion of the exercise price of such stock optionsoptions or similar equity incentive awards, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, (vi) so long as no Default has occurred and is continuing, the Company may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company held by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Company or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including but not limited to the ESOP and including any stock subscription or shareholder agreement) with any employee, director, consultant or distributor of the Company or any of its Subsidiaries in an aggregate amount not to exceed $500,000 in any calendar year, and (vii) the Company may make distributions or pay dividends to the ESOT in the amounts of regularly scheduled payments to be made on the ESOP Indebtedness in accordance with the terms of the ESOP Loan Documents in effect on the date hereof; provided, howeverthat, no Restricted Payments of Material Intellectual Property (oras to any such distribution or dividend, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made all proceeds received by any Person (other than the ESOT are used by the ESOT to a Loan Party)repay the ESOP Indebtedness.

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) each of the Company Loan Parties and their Subsidiaries may pay declare and pay, and agree to pay, dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares 90 of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries the Borrowers may distribute make, and agree to make, Restricted Payments, not exceeding $1,000,000 during any cashfiscal year of the Company, property pursuant to and in accordance with stock option plans or assets other benefit plans for management or employees of the Borrowers and their Subsidiaries, (iii) (A) any Borrower or Guarantor may make, and agree to the Company or make, Restricted Payments to a Borrower, (B) any other Loan Party Guarantor may make, and Subsidiaries that are not Loan Parties may distribute cashagree to make, property or assets Restricted Payments to another Guarantor and (C) any other Subsidiary that is not a Loan Party may make, and agree to make, Restricted Payments to a Loan Party, and (iiiiv) each of the Loan Parties and their Subsidiaries may pay dividends ratably agree to make Restricted Payments in accordance with respect and subject to their Equity Interests; provided, the terms of the AutoMD Transaction Documents (it being understood and agreed that if any Subsidiary is non-wholly-owned, the actual payment or making of such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned Restricted Payments by a such Loan Party or a Subsidiary shall not be made in reliance of such Loan Party, this clause (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares), and (v) any Loan Party or any Subsidiary may make, and agree to make, any other Restricted Payments, so long as (A) no Default has occurred and is continuing or would result from any such Restricted Payment, and (B) both before and after giving effect to any such Restricted Payment, the Company may make cash payments in lieu Borrowers shall have Excess Availability of at least 8% of the issuance aggregate amount of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)Lenders’ Revolving Commitments.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrowers 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) the Company New Parent may declare and pay dividends with respect to its common capital stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcapital stock, that if (iii) New Parent may make Restricted Payments, not exceeding $1,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to its Equity Interests held stock option plans or owned by a Loan Party other benefit plans for management or a Subsidiary employees of such Loan PartyNew Parent and the Subsidiaries, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held Permitted Tax Distributions by any futureLoan Party to another Loan Party, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), so long as such Loan Party uses such distributions to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, pay its Taxes and (v) the Company New Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for repurchase shares of its common stock in stock; provided that at the Company; providedtime of and immediately after giving effect to any such Restricted Payment, however, (A) no Restricted Payments Default or Event of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) Default shall have occurred and be made by any Person continuing (other than any Restricted Payment set forth in clause (iv)), (B) the Fixed Charge Coverage Ratio, computed on a Pro Forma Basis for the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.01, shall be not less than 1.25 to 1.00 and (C) Availability, determined on a Loan Party)Pro Forma Basis, shall have been and shall be not less than 25% of the aggregate Revolving Commitments at all times during the period commencing on the 60th day before such Restricted Payment and ending on the first anniversary of such Restricted 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 (i) each of the Company Loan Parties and their Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries the Borrowers may distribute make Restricted Payments, not exceeding $1,000,000 during any cashfiscal year of the Company, property pursuant to and in accordance with stock option plans or assets other benefit plans for management or employees of the Borrowers and their Subsidiaries, (iii) (A) any Borrower or Guarantor may make Restricted Payments to the Company or a Borrower, (B) any Guarantor may make Restricted Payments to another Guarantor and (C) any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries Party may pay dividends ratably with respect make Restricted Payments to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, and (iv) any other Restricted Payments, so long as (A) no Default has occurred and is continuing or would result from any such Restricted Payment, (B) both before and after giving effect to any such Restricted Payment, the Company may repurchase Equity Interests upon the exercise Borrowers shall have Excess Availability of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, at least $8,000,000 and (vC) immediately after giving effect to any such Restricted Payment, the Company may make cash payments in lieu Borrowers shall have a Fixed Charge Coverage Ratio, recomputed on a trailing twelve (12) month pro forma basis for the most recent month for which financial statements have been delivered, of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other less than 1.15 to a Loan Party)1.0.

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 or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the Company Borrowers and its Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries any Subsidiary may distribute make a Restricted Payment to a Borrower and any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that which is not a Loan PartyParty may make a Restricted Payment to another Subsidiary, (iii) Subsidiaries each of the Loan Parties may pay dividends ratably with respect make other Restricted Payments so long as: (A) both before and after giving effect to their Equity Interests; providedsuch Restricted Payment, that if any Subsidiary is non-wholly-ownedno Default exists, such Subsidiary may only pay dividends ratably with respect will exist, or would result therefrom, and (B) after giving effect to its Equity Interests held or owned by a Loan Party or a Subsidiary the consummation of such Restricted Payment, on a pro forma basis, either: (I) at all times for the 45 day period prior to the consummation of such Restricted Payment and after giving effect to such Restricted Payment, Excess Availability is greater than or equal to an amount equal to 25% of the aggregate Revolving Commitments, or (II) (x) at all times for the 45 day period prior to the consummation of such Restricted Payment and after giving effect to such Restricted Payment, Excess Availability is greater than or equal to an amount equal to 20% of the aggregate Revolving Commitments, and (y) the Fixed Charge Coverage Ratio, calculated on a trailing four fiscal quarter basis, is greater than or equal to 1.2 to 1.0, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Administrative Agent under the Loan PartyDocuments, (iv) the Company may repurchase make noncash repurchases of Equity Interests deemed to occur upon the exercise of stock options, deferred stock units and restricted shares held by any future, present options or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent similar equity incentive awards if such Equity Interests represent a portion of the exercise price of such stock optionsoptions or similar equity incentive awards, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, (vi) so long as no Default has occurred and is continuing, the Company may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company held by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any -103- of the foregoing) of the Company or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including but not limited to the ESOP and including any stock subscription or shareholder agreement) with any employee, director, consultant or distributor of the Company or any of its Subsidiaries in an aggregate amount not to exceed $500,000 in any calendar year, and (vii) the Company may make distributions or pay dividends to the ESOT in the amounts of regularly scheduled payments to be made on the ESOP Indebtedness in accordance with the terms of the ESOP Loan Documents in effect on the date hereof; provided, howeverthat, no Restricted Payments of Material Intellectual Property (oras to any such distribution or dividend, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made all proceeds received by any Person (other than the ESOT are used by the ESOT to a Loan Party)repay the ESOP Indebtedness.

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) the Company Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if (iii) the Borrower may make Restricted Payments, not exceeding $1,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to stock option plans or other benefit plans for management or employees of the Borrower and its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan PartySubsidiaries, (iv) the Company Borrower may redeem or repurchase Equity Interests upon its Convertible Preferred Stock, provided that, if such redemption or repurchase of Convertible Preferred Stock is made with the exercise proceeds of stock optionsRevolving Loans, deferred stock units before and restricted shares held by any futureafter giving effect to such redemption or repurchase, present or former employee(A) Availability is at least $20,000,000 after giving effect thereto and (B) no Default shall have occurred and be continuing, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in upon conversion of the Company in connection Convertible Preferred Stock, and (vi) the Borrower may pay dividends with the exercise of warrantsrespect to its common stock, options provided that (A) no Default shall have occurred and be continuing or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party).would result therefrom,

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrowers will not, nor and will it 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) the Company may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock (except that no dividends, distributions or other Restricted Payments may be made in respect of the Trust Preferred other than interest paid on the related intercompany subordinated Indebtedness in accordance with Section 6.08(b)(ii)), (iii) the Company may make Restricted Payments, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other equity based benefit plans for management or employees of the Company and its Subsidiaries, and (iv) so long as no Default or Event of Default shall have occurred and be continuing at the time of such payment and no Default would occur as a result of making such payment, (A) the Company may pay dividends with respect to its common stock payable solely in additional shares cash (x) in an aggregate amount during each fiscal quarter not to exceed the lesser of its common stock$4,000,000 and Adjusted Consolidated Net Income for the immediately preceding fiscal quarter and (y) in any greater amount during any fiscal quarter ending on or after September 30, and2000, provided that at the time each such dividend is paid (1) if such dividend is paid in the fiscal quarter ended September 30, 2000, the aggregate amount of cash dividends paid in such fiscal quarter is not in excess of the lesser of $10,100,000 and 25% of Adjusted Consolidated Net Income for the fiscal quarter ended June 30, 2000, (2) if such dividend is paid in the fiscal quarter ended December 31, 2000, the aggregate amount of cash dividends paid in such fiscal quarter, taken together with respect to its preferred stockthe aggregate amount of cash dividends paid in the immediately preceding fiscal quarter, payable solely is not in additional shares excess of the lesser of $20,200,000 and 25% of Adjusted Consolidated Net Income for the two fiscal quarter period ended September 30, 2000, (3) if such preferred stock or dividend is paid in shares the fiscal quarter ended March 31, 2001, the aggregate amount of its common stockcash dividends paid in such fiscal quarter, subject taken together with the aggregate amount of cash dividends paid in the immediately preceding two fiscal quarters, is not in excess of the lesser of $30,300,000 and 25% of Adjusted Consolidated Net Income for the three fiscal quarter period ended December 31, 2000, and (4) if such dividend is paid thereafter, the aggregate amount of cash dividends paid in the fiscal quarter in which such dividend is paid, taken together with the aggregate amount of cash dividends paid in the three fiscal quarters immediately preceding such fiscal quarter, is not in excess of the lesser of (x) 25% of Adjusted Consolidated Net Income for the four fiscal quarter period ending most recently prior to the restrictions under Section 6.04(c)time such dividend is paid and (y) $40,400,000, and (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (ivB) the Company may repurchase Equity Interests upon pay regular dividends or distributions in respect of preferred stock issued after the exercise date hereof in compliance with Section 6.01(b)(iii). For purposes of stock optionsclause (iv) above, deferred stock units "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 plus the aggregate loss reflected in such period on the books of the Company and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes the Subsidiaries in respect of any sale of the foregoing), to the extent such Equity Interests represent a portion all or part of the exercise price Xxxxxxxxxxx and any discontinuation of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu any part of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)Xxxxxxxxxxx.

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) the Company Borrower may declare and pay dividends with respect to its common stock or Qualified Preferred Stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Qualified Preferred Stock, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcommon stock, that if (iii) the Borrower may pay cash dividends in an amount not to exceed $60,000,000 in any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably fiscal year of the Borrower with respect to its Equity Interests held the Series D Preferred Stock or owned by any other 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 Loan Party 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 a Subsidiary prior to the date of such Loan Partypayment, 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 6.14, (iv) the Company Borrower and the Subsidiaries may make Restricted Payments consisting of the repurchase Equity Interests upon or other acquisition of shares of, or options to purchase shares of, capital stock of the exercise Borrower or any of stock optionsits Subsidiaries from employees, deferred stock units and restricted shares held by any futureformer employees, present directors or former employee, officer, director, manager directors of the Borrower or consultant any Subsidiary (or any spousestheir permitted transferees), former spousesin each case pursuant to stock option plans, successorsstock plans, executors, administrators, heirs, legatees employment agreements or distributes other employee benefit plans approved by the board of any directors of the foregoing), to Borrower; provided that no Default has occurred and is continuing; and provided further that the extent such Equity Interests represent a portion of the exercise price aggregate amount of such stock optionsRestricted Payments made after the Restatement Effective Date shall not exceed $10,000,000, deferred stock units or restricted shares, and (v) the Company Subsidiaries may make declare and pay cash payments in lieu dividends to the Borrower; provided that the Borrower shall, within a reasonable time following receipt of any such payment, use all of the issuance proceeds thereof for a purpose set forth in Section 5.10(b) (including the payment of fractional shares representing insignificant interests dividends required or permitted pursuant to this Section 6.08(a)), (vi) 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 Company in connection with Effective Date and (vii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the exercise of warrants, options Borrower may redeem or other securities convertible into or exchangeable for repurchase (1) shares of Series D Preferred Stock or the 4.75% Convertible Notes (A) solely with Net Cash Proceeds received by the Borrower from issuances of its common stock in after the Company; providedSecond Amendment Effective Date, however, no Restricted Payments of Material Intellectual Property (or, at any time provided that any FILO Term Loans remain outstandingsuch 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 Intellectual Propertysuch redemption or repurchase, the Borrower shall have Revolver Availability of more than $300,000,000 or (2) shares of Class A Cumulative Preferred Stock of Rite Aid Lease Management Company with cash and/or a debt-for-equity exchange in an aggregate amount not to exceed $25,000,000 if immediately after giving effect to any such redemption or repurchase, the Borrower shall be made by any Person (other have Revolver Availability of more than to a Loan Party)$300,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company 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) the Company may declare and pay dividends with respect to its common capital stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Equity Interests, (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcapital stock, (iii) the Company may make payments to holders of not more than $5,000,000 in stated value of preferred stock of the Company that if any Subsidiary is non-wholly-owned, such Subsidiary are required to be made as a result of the exercise of appraisal rights to which they may only pay dividends ratably be entitled in connection with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Partythe Recapitalization, (iv) the Company or its Subsidiaries may repurchase Equity Interests upon the exercise of make Restricted Payments, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock options, deferred stock units and restricted shares held by any future, present option plans or former employee, officer, director, manager other benefit plans for management or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any employees of the foregoing)Company and its Subsidiaries, to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments pay dividends in lieu of the issuance of fractional shares representing insignificant interests in an amount not exceeding $25,000,000 during any fiscal year so long as no Default shall have occurred and be continuing, (vi) the Company may carry out the Class B Repurchase and the Recapitalization; PROVIDED that such transactions are completed on or prior to December 31, 2002 and (vii) the Company may repurchase stock and make other Restricted Payments during any fiscal year with that portion of Excess Cash Flow for the preceding fiscal year not required to be applied to prepay Borrowings under the Term Loan Agreement (but in connection no event in an amount greater than 50% of Consolidated Net Income for such preceding fiscal year) so long as (A) no Default shall have occurred and be continuing, (B) the Company shall demonstrate pro forma compliance with the exercise covenant set forth in Section 6.13 (but with the applicable ratio reduced by 0.25) and (C) the Company shall have Ratings of warrantsat least BBB- and Baa3, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)each case with stable outlook.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company 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) the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(cEquity Interests (other than Disqualified Stock), (ii) Subsidiaries any Subsidiary may distribute any cashdeclare and pay dividends or make other distributions with respect to its capital stock, property partnership or assets membership interests or other similar Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partythe Subsidiaries), (iii) Subsidiaries the Company may pay dividends ratably make Restricted Payments, not exceeding $1,000,000 during any fiscal year of the Company, pursuant to and in accordance with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held stock option plans or owned by a Loan Party other benefit plans for management or a Subsidiary employees of such Loan Partythe Company and the Subsidiaries, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; providedCompany and (vi) the Company may repurchase shares of its common stock and make other Restricted Payments, howeverprovided that at the time of and immediately after giving effect to any such repurchase or other Restricted Payment referred to in this clause (vi), (A) no Restricted Payments Default or Event of Material Intellectual Property Default shall have occurred and be continuing, (or, at any time that any FILO Term Loans remain outstanding, any Intellectual PropertyB) the Company shall be made by any Person in Pro Forma Compliance (calculated as of the last day of the fiscal quarter of the Company then most recently ended for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or prior to the first such delivery, as of April 28, 2012), provided that, for purposes of the foregoing, the Senior Secured Indebtedness shall be determined on a Pro Forma Basis as of the date of such Restricted Payment), (C) the amount of such repurchase or other than Restricted Payment shall not exceed the Available Amount as of the date thereof and (D) the Company shall have delivered to the Administrative Agent a Loan Partycertificate of a Financial Officer of the Company 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) above.

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) in the Company may pay case of Holdings, dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute in the case of Holdings, any cash, property dividend or assets distribution to the Company or all holders of its common stock to redeem rights issued pursuant to any other Loan Party stockholder rights plan, “poison pill” or a similar arrangement, provided that the aggregate amount of such dividends and Subsidiaries that are distributions shall not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partyexceed $750,000, (iii) the Borrower and the Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) in the Company case of Holdings, Restricted Payments pursuant to and in accordance with (A) equity incentive plans or other benefit plans for management or employees of Holdings and its Subsidiaries so long as the Negative Covenant Permission Trigger is satisfied and (B) the employment agreement, dated as of October 1, 2015 and effective as of July 1, 2015, by and among Holdings, the Borrower and X. Xxxxxx Kathwari, as set forth on Exhibit 10.1 of the Form 8-K publicly filed by Holdings with the SEC on October 2, 2015 (and any employment agreement replacing such employment agreement, so long as the terms thereof are commercially reasonable and not materially less favorable to the Borrower or any of the other Loan Parties) (v) in the case of Holdings, the Borrower and its Subsidiaries, any Restricted Payment so long as the Negative Covenant Permission Trigger is satisfied, (vi) in the case of Holdings, (A) Holdings may repurchase Equity Interests issued to current or former employees, officers, directors or managers upon death, disability or termination of employment of such Person, (B) Holdings may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any futurewarrants or other convertible or exchangeable securities if such Equity Interests represents a portion of the exercise, present conversion or exchange price thereof, (C) Holdings may make repurchases of Equity Interests deemed to occur upon the withholding of a portion of the Equity Interests granted or awarded to a current or former employeedirector, officer, directoremployee, manager or director of such Person, or consultant or advisor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes distributees of any of the foregoing) to pay for the Taxes payable by such Person upon such grant or award (or upon the vesting thereof), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (vD) the Company Holdings may (y) pay cash in lieu of fractional Equity Interests in connection with any dividend and (z) honor any conversion request by a holder of convertible Indebtedness or convertible Equity Interests and make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with any such conversion), provided that the exercise of warrantsaggregate price paid for all such repurchased, options redeemed, acquired or other securities convertible into or exchangeable for shares of common stock retired Equity Interests pursuant to clause (vi)(A), (B) and (C) may not exceed $10,000,000 in any fiscal year, and (vii) in the Company; providedcase of Holdings, howeverthe payment of dividends and distributions within 60 days after the date of declaration thereof, no Restricted Payments if at the date of Material Intellectual Property (ordeclaration of such payment, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (such payment would have complied with the other than to a Loan Partyprovisions of this Section 6.08(a).

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) the Company Borrower may declare and pay dividends with respect to its common capital stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcapital stock, that if (iii) the Borrower may make Restricted Payments consisting of repurchases of shares of its common stock pursuant to or in connection with stock purchase plans for employees of the Borrower and its Subsidiaries, in an aggregate amount in any Subsidiary is non-wholly-owned, fiscal year not exceeding $5,000,000 plus the amount received from employees during such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned fiscal year in payment of the purchase price of shares acquired by a Loan Party or a Subsidiary of them under such Loan Partystock purchase plans, (iv) so long as no Default has occurred and is continuing at the Company times such Restricted Payment is declared and paid, the Borrower may repurchase Equity Interests pay cash dividends on its common stock in an aggregate amount not exceeding $8,000,000 in any fiscal year and (v) so long as no Default has occurred and is continuing at the time of any such repurchase, the Borrower may effect cash repurchases of shares of its common stock in any period of four consecutive fiscal quarters in an aggregate amount not in excess of (x) $20,000,000 plus the aggregate amount of cash received by the Borrower during such period from the exercise of employee stock options, provided that the aggregate amount of shares repurchased pursuant to this subclause (v)(x) in any such period shall not exceed the number of shares issued by the Borrower during such period upon the exercise of employee stock options, deferred stock units and restricted shares held by any futureplus (y)(1) an additional $25,000,000, present or former employeeprovided that (I) no repurchases may be made under this clause (v)(y)(1) until the Borrower has delivered audited financial statements for the fiscal year ending December 31, officer2005, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoingpursuant to Section 5.01(a), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that when the Leverage Ratio is greater than 1.0 to 1.0 and (II) immediately after giving effect to any FILO such repurchases under this clause (v)(y)(1), the Borrower’s Unrestricted Domestic Cash will not be less than an amount equal to $50,000,000 plus the amount of the outstanding Term Loans remain outstandingat such time, or (2) any Intellectual Propertyadditional amount, provided that (A) shall no repurchases may be made by under this clause (v)(y)(2) until the Borrower has delivered audited financial statements for the fiscal year ending December 31, 2005, pursuant to Section 5.01(a), or at any Person time when any Term Loan remains outstanding or the Leverage Ratio is greater than 1.0 to 1.0 and (other B) immediately after giving effect to any such repurchases under this clause (v)(y)(2), the Borrower’s Unrestricted Domestic Cash will not be less than to a Loan Party)$50,000,000 and the amount of the outstanding Revolving Loans at such time will not exceed $25,000,000.

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 Event of Default exists or would arise therefrom; (i) the Company Loan Parties may declare and pay dividends with respect to Permitted Dividends; and (ii) the Parent may repurchase its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject Capital Stock; and (iii) the Parent may make Restricted Payments pursuant to the restrictions under Section 6.04(cTrans World Entertainment Corporation 2005 Long Term and Incentive Share Award Plan and any other plans of the Loan Parties existing on the Closing Date and described in the Parent’s Form 10-K for Fiscal Year ended January 29, 2005, each as in effect as of the Closing Date; provided, further however, if the payments made in connection with clauses (i), (ii) Subsidiaries may distribute any cash), property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedhereof after the Closing Date, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary plus the sum of such Loan Party, (ivx) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present aggregate consideration paid or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company payable in connection with all Permitted Acquisitions consummated after the exercise Closing Date and (y) the aggregate consideration paid or payable in connection with all Permitted Minority Investments made after the Closing Date are in an aggregate amount equal to or greater than $80,000,000, then as a condition to the making of warrantssuch proposed payment, options or other securities convertible into or exchangeable for shares (x) the Payment Conditions shall have been satisfied and (y) the Borrowers shall have delivered to the Administrative Agent a certificate of common stock in a Financial Officer of the Company; providedLead Borrower stating that the Payment Conditions have been satisfied, howevertogether with supporting documentation demonstrating satisfaction of the Payment Conditions, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) which supporting documentation shall be made by any Person (other than reasonably satisfactory to a Loan Party)the Administrative Agent.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willNone of Holdings, nor the Borrower or any other Restricted Subsidiary will it permit any Subsidiary to, declare or pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: Holdings, the Borrower and any other Restricted Subsidiary may declare and pay dividends or other distributions with respect to its Equity Interests payable solely in additional Equity Interests in such Person permitted hereunder; the Borrower and any other Restricted 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, and declare and make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (ior, if not ratably, on a basis more favorable to Holdings, the Borrower and the other Restricted Subsidiaries); Holdings may (A) the Company may pay dividends with respect to its common stock payable solely in additional shares within 60 days after the declaration of its common stock, and, such dividend and (B) make Restricted Payments to a Parent to enable such Parent to pay dividends with respect to its preferred stock, payable solely in additional shares common stock within 60 days after the declaration of such preferred stock or in shares dividend; provided that at the date of its common stocksuch declaration, subject such payment would have complied with this Section 6.4(a) (it being understood that any dividends paid pursuant to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, this clause (iii) Subsidiaries shall be deemed for purposes of determining availability under the applicable clause under this Section 6.4(a), to have been paid under such clause); Holdings may pay dividends ratably with make (A) payments in respect to their Equity Interests; providedof, that if any Subsidiary is non-wholly-ownedor repurchases of, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held of Holdings or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests any Parent deemed to occur upon the exercise of “cashless exercise” of, stock options, deferred stock units and restricted shares held by any futurepurchase rights, present stock exchange rights or former employee, officer, director, manager other equity-based awards if such payment or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent repurchase represents a portion of the exercise price of such stock options, deferred stock units rights or restricted sharesawards or withholding taxes, payroll taxes or other similar taxes due upon such exercise, purchase or exchange, and (vB) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests Equity Interests in the Company Holdings or any Parent in connection with the exercise of warrants, options or other securities Securities convertible into or exchangeable for shares of common stock in the CompanyHoldings or any Parent; providedHoldings may make Permitted Tax Distributions; Holdings may (A) make payments required to be made on any Qualified Holdings Mirror Indebtedness (including interest, howeverprincipal, no fees, premiums and “AHYDO catch-up payments”) and (B) make voluntary and mandatory prepayments, repurchases, redemptions on any Qualified Holdings Mirror Indebtedness; Holdings may make Restricted Payments to any Parent, the proceeds of Material Intellectual Property which will be used by such Parent to: enable such Parent or another Parent to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (orincluding Public Company Costs, at insurance premiums and administrative, legal, accounting and similar expenses provided by third parties) that are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of Holdings, the Borrower and the other Subsidiaries, plus any time reasonable and customary indemnification claims made by directors, officers or employees of Holdings or any Parent; enable such Parent or another Parent to repurchase, retire or otherwise acquire its Equity Interests from future, current or former directors, officers or employees; provided that the amount of any FILO Term Loans remain outstandingsuch Restricted Payments, together with the aggregate amount of all other Restricted Payments made in reliance on this clause (B) during the same Fiscal Year, shall not exceed the sum of (i) the greater of (x) $12,500,000 and (y) 15% of Consolidated Adjusted EBITDA for the then most recently ended Test Period, plus (ii) any Intellectual Propertyunutilized portion of such amount in any preceding Fiscal Year ended after the Closing Date; finance any Acquisition or other Investment permitted to be made pursuant to Section 6.6 if such Acquisition or other Investment were made by Holdings, the Borrower or any other Restricted Subsidiary; provided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Acquisition or other Investment and (2) such Parent shall, immediately following the closing thereof, cause (x) all property acquired (whether Equity Interests or other assets) and any liabilities assumed to be contributed to Holdings, the Borrower or any other Restricted Subsidiary (and in no event shall any such contribution that is so utilized increase the Available Basket Amount) or (y) the merger, amalgamation or consolidation (to the extent permitted by Section 6.8(a)) with or into Holdings, the Borrower or any other Restricted Subsidiary of the Person acquired in such purchase, Acquisition or other Investment; pay a portion of any customary fees and expenses related to any equity offering by such Parent or any issuance, incurrence or offering of Indebtedness, any Acquisition or other Investment, in each case whether or not successful and to the extent attributable to Holdings, the Borrower or any other Restricted Subsidiary; pay customary salary, bonus and other benefits payable to officers, directors, employees, managers, partners, consultants or independent contractors of such Parent to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings, Borrower and the other Restricted Subsidiaries; and make payments in respect of indemnification, expense reimbursement and obligations under any Hedge Agreements related to any Parent Company Capital Markets Indebtedness, to the extent such Parent Company Capital Markets Indebtedness relates to Qualified Holding Mirror Indebtedness; Holdings, the Borrower and the other Restricted Subsidiaries may make additional Restricted Payments, provided that the aggregate amount of Restricted Payments made in reliance on this clause (viii) shall not exceed the greater of (x) $29,000,000 and (y) 35% of Consolidated Adjusted EBITDA for the then most recently ended Test Period; Holdings, the Borrower and the other Restricted Subsidiaries may consummate the transactions permitted by Section 6.6 (other than in reliance on Section 6.6(q)) and Section 6.8 (other than in reliance on Section 6.8(b)(i)(D)) (it being understood that this clause (ix) may only be relied on to consummate any transaction that is technically subject to this Section 6.4 but is intended to be restricted primarily by any such other Section, but may not be relied on to consummate any transaction that is intended to be restricted primarily by this Section 6.4); Holdings, the Borrower and the other Restricted Subsidiaries may make additional Restricted Payments, provided that (i) to the extent such Restricted Payment is made in reliance on clause (b) of the definition of “Available Basket Amount”, after giving Pro Forma Effect to such Restricted Payment, (A) no Event of Default under Section 8.1(a), 8.1(f) (with respect to the Borrower) or 8.1(g) (with respect to the Borrower) shall have occurred and be continuing and (B) the Total Net Leverage Ratio, determined as of the last day of the then most recently ended Test Period, shall not exceed 6.00:1.00 and (ii) the amount of any such Restricted Payment shall not exceed the Available Basket Amount at the time such Restricted Payment is made; and Holdings, the Borrower and the other Restricted Subsidiaries may make additional Restricted Payments, provided that immediately after giving effect to the making thereof on a Loan PartyPro Forma Basis (including any related incurrence of Indebtedness), the Total Net Leverage Ratio, determined as of the last day of the then most recently ended Test Period, shall not exceed 3.70:1.00. None of Holdings, the Borrower or any other Restricted Subsidiary will make, directly or indirectly, any Restricted Debt Prepayment, except that: Holdings, the Borrower and the other Restricted Subsidiaries may make regularly scheduled interest and principal payments as and when due in respect of any Junior Indebtedness (including any “AHYDO catch-up payment” with respect to, and required by the terms of, any indebtedness of Holdings, the Borrower or any other Restricted Subsidiary), other than payments in respect of Subordinated Indebtedness prohibited by the subordination provisions thereof; Holdings, the Borrower and the other Restricted Subsidiaries may make additional prepayments in respect of Junior Indebtedness, so long as (A) the outstanding principal amount of any such Junior Indebtedness being prepaid does not exceed the Threshold Amount, and (B) the aggregate amount of all such prepayments made during any twelve month period shall not exceed the Threshold Amount at the time of such payment; Holdings, the Borrower and the other Restricted Subsidiaries may refinance Junior Indebtedness with the proceeds of other Indebtedness to the extent permitted under Section 6.1; Holdings, the Borrower and the other Restricted Subsidiaries may make payments of or in respect of Junior Indebtedness made solely with Equity Interests in Holdings or any Parent (other than Disqualified Equity Interests); Holdings, the Borrower and the other Restricted Subsidiaries may make additional Restricted Debt Prepayments, provided that (i) to the extent such Restricted Debt Prepayment is made in reliance on clause (b) of the definition of “Available Basket Amount”, after giving Pro Forma Effect to such Restricted Debt Prepayment, (A) no Event of Default under Section 8.1(a), 8.1(f) (with respect to the Borrower) or 8.1(g) (with respect to the Borrower) shall have occurred and be continuing and (B) the Total Net Leverage Ratio, determined as of the last day of the then most recently ended Test Period, shall not exceed 6.00:1.00 and (ii) the amount of any such Restricted Debt Prepayment shall not exceed the Available Basket Amount at the time such Restricted Debt Prepayment is made; Holdings, the Borrower and the other Restricted Subsidiaries may make additional Restricted Debt Prepayments, provided that the aggregate amount of Restricted Debt Prepayments made in reliance on this clause (v) shall not exceed shall not exceed the greater of (x) $29,000,000 and (y) 35% of Consolidated Adjusted EBITDA for the then most recently ended Test Period; and Holdings, the Borrower and the other Restricted Subsidiaries may make additional Restricted Debt Prepayments, provided that immediately after giving effect to the making thereof on a Pro Forma Basis (including any related incurrence of Indebtedness), the Total Net Leverage Ratio, determined as of the last day of the then most recently ended Test Period, shall not exceed 4.00:1.00.

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 or make, directly or indirectly, any Restricted Payment, except or incur any obligation (contingent or otherwise) to do so, except: (i) Holdings, the Company Borrower or any of its Subsidiaries may declare and pay dividends with respect to its common stock or make Restricted Payments that are payable solely in additional shares of its common stockstock (or warrants, and, with respect options or other rights to its preferred stock, payable solely in acquire additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), ; (ii) Subsidiaries any Subsidiary of the Borrower may distribute any cash, property declare and pay or assets make Restricted Payments to the Company Borrower or any Loan Party (other than Holdings), and (ii) any foreign Subsidiary of the Borrower may declare and pay or make Restricted Payments to any other foreign Subsidiary, the Borrower or any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any (other Subsidiary that is not a Loan Party, than Holdings); (iii) Subsidiaries after the Merger Effective Date, the Borrower may pay dividends ratably make Restricted Payments to allow Holdings to make, and, after the Merger Effective Date, Holdings may make Restricted Payments to PubCo (w) to fund the cost of D&O insurance of PubCo in an amount not to exceed $6,000,000 in the aggregate in any fiscal year of Holdings, (x) to fund other operational expenses of Holdings and PubCo consistent with respect the limitations of Section 6.03(f) in an amount, together with the amount of any loans or advances to their Equity InterestsHoldings pursuant to Section 6.04(d), not to exceed $8,000,000 in the aggregate in any fiscal year of Holdings, (y) to allow Holdings to make Permitted Tax Distributions, and Holdings may make such Permitted Tax Distributions and (z) to make semi-annual payments of interest in cash to the holders of the Permitted Convertible Notes in accordance with the terms thereof; provided, that if the Merger Effective Date does not occur, the Borrower may make Restricted Payments to Holdings (i) to fund the operational expenses of Holdings consistent with the limitations of Section 6.03(f) in an amount, together with the amount of any Subsidiary is non-wholly-ownedloans or advances to Holdings pursuant to Section 6.04(d), not to exceed $500,000 in the aggregate in any fiscal year of Holdings and (ii) to allow Holdings to make Permitted Tax Distributions, and Holdings may make such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, Permitted Tax Distributions; (iv) so long as no Event of Default has occurred and is continuing or would result therefrom and so long as prior to and immediately after giving effect thereto, (x) (A) the Company may repurchase Equity Interests upon Borrower’s Senior Secured Leverage Ratio for the exercise period of stock optionsfour consecutive fiscal quarters ended on or most recently prior to such date would be less than 1.00 to 1.00 or (B) after the Merger Effective Date, deferred stock units and restricted shares held by any futurethe Borrower’s Senior Secured Leverage Ratio for the period of four consecutive fiscal quarters ended on or most recently prior to such date would be less than 2.00 to 1.00, present or former employeein each case, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), after giving pro forma effect to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted sharesRestricted Payment, and (vy) the Company Borrower’s Debt Service Coverage Ratio for the period of four consecutive fiscal quarters ended on or most recently prior to such date would be greater than (A) 1.25 to 1.00 or (B) after the Merger Effective Date, 1.20 to 1.00, in each case, after giving pro forma effect to such Restricted Payment, the Borrower may make cash payments in lieu of Capital Distributions to Holdings and (after the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual PropertyMerger Effective Date) shall be made by any Person (other than Holdings may make Capital Distributions to a Loan Party).PubCo;

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) the Company may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if (iii) the Company may make Restricted Payments, in an aggregate amount not to exceed $25,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to its Equity Interests held stock option plans or owned by a Loan Party other benefit plans for management or a Subsidiary employees of such Loan Partythe Borrowers and their Subsidiaries, (iv) after the date on which the Eighteen Month Term Loan shall have been paid in full, the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units pay cash dividends in an aggregate amount not to exceed $1,750,000 during any fiscal quarter provided that immediately prior to and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), after giving effect to the extent such Equity Interests represent a portion of the exercise price payment of such stock options, deferred stock units dividends no Default or restricted shares, Event of Default shall have occurred and be continuing; and (v) the Company may make pay cash payments dividends in lieu aggregate amount not to exceed $10,000,000 per fiscal year (inclusive of the issuance of fractional shares representing insignificant interests any dividends paid in the Company in connection accordance with the exercise provisions of warrantsclause (iv) of this Section 6.08(a)) provided that immediately prior to and after giving effect to the payment of such dividends (w) no Default or Event of Default shall have occurred and be continuing, options (x) the Fixed Charge Coverage Ratio shall equal or other securities convertible into or exchangeable exceed 1.45 to 1.00, (y) the Borrowers shall have Average Aggregate Quarterly Availability for shares the period of common stock in two consecutive fiscal quarters most recently ended of at least $35,000,000 and (z) the CompanyBorrowers shall have Aggregate Availability after giving effect to such payment of $35,000,000; provided, howeverfurther, that no Loan Party shall make any Restricted Payments Payment pursuant to clause (iv) or clause (v) of Material Intellectual Property (orthis Section 6.08(a) prior to January 1, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)2010.

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 so long as no Default or Event of Default has occurred and is continuing or would result from the making of such Restricted Payment: (i) the Company each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if (iii) the Borrowers may make Restricted Payments, not exceeding $5,000,000 during any Subsidiary is non-wholly-ownedfiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries or to repurchase Equity Interests to prevent dilution with regard to such Subsidiary stock option or benefit plans, and (iv) the Company may only declare and pay cash dividends ratably with respect to its Equity Interests held provided, that with respect to any such dividend or owned by a Loan Party other Restricted Payment described in clauses (iii) or a Subsidiary of such Loan Party, (iv) preceding, (A) the Company may repurchase Equity Interests upon Fixed Charge Coverage Ratio for Borrowers is equal to or greater than 1.2 to 1.0 and (B) Aggregate Availability at the exercise time of stock optionsand after giving effect to such dividend or other Restricted Payment is equal to or greater than $15,000,000. For purposes of this clause (a), deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any the Fixed Charge Coverage Ratio shall be calculated as of the foregoinglast day of the calendar month for which the most recent monthly financial statements were required pursuant to Section 5.01(c), giving pro forma effect to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted sharesproposed Restricted Payment, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)without adding back Restructuring Costs when determining Adjusted EBITDA.

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) the Company Borrower may declare and pay dividends with respect to its common stock or Qualified Preferred Stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Qualified Preferred Stock, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcommon stock, that if any Subsidiary is non-wholly-owned, such Subsidiary (iii) the Borrower may only declare and pay cash dividends ratably with respect to its Equity Interests held common stock and effect repurchases, redemptions or owned by a Loan Party other Restricted Payments with respect to its common stock, together in 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 a Subsidiary Event of Default shall have occurred and be continuing and, immediately after giving effect to any such Loan Partypayment, the Borrower shall have Revolver Availability of more than $100,000,000, (iv) the Company Borrower may repurchase Equity Interests upon pay cash dividends in an amount not to exceed $60,000,000 in any fiscal year of the exercise of stock optionsBorrower with respect to the Series E Preferred Stock, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (Series I Preferred Stock or any spousesother Qualified Preferred Stock; provided that (x) immediately prior and after giving effect to any such payment, former spousesno 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, successors, executors, administrators, heirs, legatees the Consolidated Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters most recently ended on or distributes of any of the foregoing), prior to the extent such Equity Interests represent a portion of the exercise price date of such stock optionspayment, deferred stock units or restricted sharescalculated 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, and (v) the Company Borrower and the Subsidiaries may make cash payments in lieu Restricted Payments consisting of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options repurchase or other securities convertible into acquisition of shares of, or exchangeable for options to purchase shares of common stock in the Company; providedof, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party).capital stock

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it 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) the Company each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(cstock (other than Disqualified Equity Interests), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Interests (other than Disqualified Equity Interests held not permitted by Section 6.01); provided that any dividend or owned by distribution (x) from a U.S. Loan Party or shall be to a Subsidiary of such U.S. Loan Party, (ivy) from a Canadian Loan Party or U.K. Loan Party shall be directly or indirectly to a Loan Party (other than a French Loan Party) and (z) from a French Borrower shall be directly or indirectly to a Loan Party, (iii) the Company may repurchase make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company and any of its Subsidiaries in an aggregate amount not to exceed $10,000,000 during any fiscal year of the Company; provided that (x) both immediately before and immediately after giving effect to each such Restricted Payment, no Default or Event of Default shall have occurred and be continuing and (y) unused amounts of such $10,000,000 from any fiscal year may be carried forward and utilized in the next fiscal year only, (iv) so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers and the Restricted Subsidiaries may make other Restricted Payments that, when aggregated with the amount of Investments outstanding pursuant to Section 6.04(l), do not exceed $10,000,000, (v) so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers and the Restricted Subsidiaries may make other Restricted Payments in an amount not to exceed in any fiscal year 6% of the net cash proceeds received by Holdings in its initial public offering of its common stock prior to the Effective Date, (vi) the Borrowers and the Restricted Subsidiaries may make other Restricted Payments so long as the Payment Conditions are satisfied after giving effect to such Restricted Payments, (vii) Restricted Payments to Holdings or MS Holdco to pay corporate and overhead expense attributable to the preservation of their existence (including expenses relating to Holdings’ continuing operation as a public company) or ownership of the Company and its Restricted Subsidiaries in the ordinary course of business, (viii) for any taxable period for which the Company is a member of a group filing a consolidated, combined or similar income tax return of which any direct or indirect parent of the Company is the common parent, the Company may make payments of dividends or other distributions to such direct or indirect parent, the proceeds of which will be used to pay consolidated or combined federal, state, local and/or foreign income taxes imposed on such direct or indirect parent to the extent such income taxes are attributable to the income of the Company and/or its Subsidiaries; provided, however, that (a) the amount of such payments in respect of any taxable period does not, in the aggregate, exceed the amount that the Company and/or its Subsidiaries that are members of such consolidated or combined group would have been required to pay in respect of such federal, state, local and/or foreign income taxes (as the case may be) in respect of such taxable period if the Company and/or its Subsidiaries paid such income taxes directly as a stand-alone consolidated or combined income tax group (reduced by any such taxes paid directly by the Company or any Subsidiary) and (b) the permitted payment pursuant to this clause (viii) with respect to any income of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid in cash with respect to such period by such Unrestricted Subsidiary to the Company or any Restricted Subsidiary for the purposes of paying such consolidated or combined income taxes, (ix) Restricted Payments to any direct or indirect parent of the Company to pay its corporate overhead and any franchise Taxes required to maintain its corporate existence, (x) Restricted Payments pursuant to the Specified Foreign Restructuring, (xi) non-cash repurchases of Equity Interests deemed to occur upon the exercise of stock options, deferred stock units and restricted shares held by any future, present options or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), warrants to the extent such Equity Interests represent a portion of the exercise price of such stock optionsoptions or warrants, deferred stock units (xii) to the extent constituting Restricted Payments, Holdings, MS Holdco, a Loan Party and any of its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 6.03 or restricted shares, Section 6.09 and (vxiii) the Company a Loan Party and any of its Restricted Subsidiaries may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property to Holdings or MS Holdco to finance any Investment permitted to be made pursuant to Section 6.04; provided that (or, at any time that any FILO Term Loans remain outstanding, any Intellectual PropertyA) such Restricted Payment shall be made by any substantially concurrently with the closing of such investment and (B) Holdings or MS Holdco shall, immediately following the closing thereof, cause (i) all property acquired (whether assets or Equity Interests) to be contributed to such Loan Party or such Restricted Subsidiary or (ii) the merger (to the extent permitted in Section 6.03) of the Person (other than formed or acquired into such Loan Party or such Restricted Subsidiary in order to a Loan Party)consummate such acquisition.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, make, directly or indirectly, any Restricted Payment, except (i) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, and (vi) the Company may make other Restricted Payments; provided, that after giving pro forma effect to any such Restricted Payment pursuant to this clause (vi), the Payment Condition shall be satisfied with respect to such Restricted Payment; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party).) except with respect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result of a Restricted Payment otherwise permitted hereunder, and in any such case, such Restricted Payment, if applicable, shall be subject to a non-exclusive, irrevocable (until Payment in Full) royalty-free license of such Material Intellectual Property in favor of the Administrative Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Security Agreement (or otherwise reasonably satisfactory to the Administrative Agent. 118

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Company Borrower may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries of the Borrower may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned(iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management, such Subsidiary may only pay dividends ratably with respect to directors or employees of the Borrower and its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan PartySubsidiaries, (iv) other Restricted Payments not to exceed $50,000,000 in the Company may repurchase Equity Interests upon aggregate during any four consecutive fiscal quarters so long as after giving effect thereto (x) the exercise Borrower shall have not less than $25,000,000 of stock options, deferred stock units Liquidity and restricted shares held by any future, present (y) no Default or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes Event of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, Default shall have occurred and be continuing and (v) any other Restricted Payments so long as after giving effect thereto (w) pro forma Total Leverage Ratio is less than or equal to 1.75 to 1.00, (x) the Company may make cash payments Borrower is in lieu pro forma compliance with each of the issuance covenants contained in Section 6.13, (y) the Borrower shall have not less than $25,000,000 of fractional shares representing insignificant interests in the Company in connection with the exercise Liquidity and (z) no Default or Event of warrants, options or other securities convertible into or exchangeable for shares of common stock in the CompanyDefault shall have occurred and be continuing; provided, however, no Restricted Payments that this Section 6.06 shall not prohibit the repurchase of Material Intellectual Property (or, at Equity Interests pursuant to any time that accelerated stock repurchase or similar agreement so long as any FILO Term Loans remain outstanding, any Intellectual Property) shall be payment made by any Person the Borrower with respect to such repurchase is permitted under this Section 6.06(a) (other than without regard to a Loan Party)this proviso) at the time of such 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, except or incur any obligation (contingent or otherwise) to do so, except, (x) any Loan Party may make a Permitted Holdings Dividend and (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom (including after giving effect thereto on a pro forma basis), (i) each of Holdings and the Company Borrowers may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets declare and pay dividends to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan PartyBorrowers, (iii) the Loan Parties and their Subsidiaries may pay dividends ratably with respect to make Restricted Payments payable solely in the form of their Equity Interests; providedInterests pursuant to and in accordance with employment agreements, that if any Subsidiary is non-wholly-ownedbonus plans, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held stock option plans, or owned by a other benefit plans for existing, new and former management, directors, employees and consultants of the Loan Party or a Subsidiary of such Loan PartyParties and their Subsidiaries, (iv) Holdings and its Subsidiaries may make any other Restricted Payment so long as the Company may repurchase Equity Interests upon aggregate amount of all such Restricted Payments made in reliance on this clause (iv) during the exercise term of stock optionsthis Agreement shall not exceed $5,000,000, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company Holdings and its Subsidiaries may make cash payments in lieu any other Restricted Payment so long as (A) the aggregate amount of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments made in reliance on this clause (v) during the term of Material Intellectual Property this Agreement shall not exceed $30,000,000 and (orB) both immediately before and after giving pro forma effect to such Restricted Payment, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) the Payment Condition shall be made by any Person satisfied with respect to such Restricted Payment and (other than to a Loan Party)vi) Holdings may enter into, exercise its rights and perform its obligations under, Permitted Call Spread Swap Agreements.

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) the Company Borrower may declare and pay dividends with respect to its common stock or Qualified Preferred Stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or Qualified Preferred Stock, or make cash payments in shares lieu of its common stock, subject to the restrictions under Section 6.04(c)fractional shares, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcommon stock, that if (iii) the Borrower may, at any Subsidiary is non-wholly-ownedtime on or after March 2, such Subsidiary may only 2013, declare and pay cash dividends ratably with respect to its Equity Interests held common stock and effect repurchases, redemptions or owned by a Loan Party other Restricted Payments with respect to its common stock,; provided that immediately prior and after giving effect to any such payment no Default or a Subsidiary Event of Default shall have occurred and be continuing and, immediately after giving effect to any such payment either (1) Revolver Availability is greater than (A) prior to the 8.00% Secured Note Repayment Date, $400,000,000 and (B) on and after the 8.00% Secured Note Repayment Date, $450,000,000 or (2) (x) Revolver Availability is greater than (A) prior to the 8.00% Secured Note Repayment Date, $250,000,000 and (B) on and after the 8.00% Secured Note Repayment Date, $300,000,000, and (y) 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 Loan Partypayment, calculated on a pro forma basis as if such payment were made on the first day of such period, shall not be less than 1.00 to 1.00, (iv) the Company Borrower may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by pay cash dividends in an amount not to exceed $80,000,000 in any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any fiscal year of the foregoing)Borrower with respect to any Preferred Stock of the Borrower; 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 extent such Equity Interests represent a portion of the exercise price date of such stock optionspayment, deferred stock units or restricted sharescalculated 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, and (v) the Company Borrower and the Subsidiaries may make cash payments in lieu Restricted Payments consisting of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options repurchase or other securities convertible into acquisition of shares of, or exchangeable options to purchase shares of, capital stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any Subsidiary (or their permitted transferees), in each case pursuant to stock option plans, stock plans, employment agreements or other employee benefit plans approved by the board of directors of the Borrower; provided that no Default has occurred and is continuing; and provided further that the aggregate amount of such Restricted Payments made in any fiscal year of the Borrower shall not exceed $10,000,000, (vi) the Subsidiaries may declare and pay cash dividends to the Borrower; provided that the Borrower shall, within a reasonable time following receipt of any such payment, use all of the proceeds thereof for a purpose set forth in Section 5.10(b) or a Refinancing Amendment (including the payment of dividends required or permitted pursuant to this Section 6.08(a)), (vii) the Borrower and the Subsidiaries may declare and pay cash dividends with respect to the Equity Interests set forth on Schedule 6.08(a) to the extent, and only to the extent, required pursuant to the terms of such Equity Interests or any other agreement in effect on the Effective Date and (viii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, 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 in after the Company; provided2005 Restatement Effective Date, however, no Restricted Payments of Material Intellectual Property (or, at any time provided that any FILO Term Loans remain outstandingsuch 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 Intellectual Propertysuch redemption or repurchase, either (1) Revolver Availability is greater than (I) prior to the 8.00% Secured Note Repayment Date, $400,000,000 and (II) on and after the 8.00% Secured Note Repayment Date, $450,000,000, or (2) (x) Revolver Availability is greater than (I) prior to the 8.00% Secured Note Repayment Date, $250,000,000 or (II) on and after the 8.00% Secured Note Repayment Date, $300,000,000, and (y) 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 redemption or repurchase, calculated on a pro forma basis as if such redemption or repurchase were made on the first day of such period, shall not be made by any Person (other less than 1.00 to a Loan Party)1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company 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) the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(cEquity Interests (other than Disqualified Stock), (ii) Subsidiaries any Subsidiary may distribute any cashdeclare and pay dividends or make other distributions with respect to its capital stock, property partnership or assets membership interests or other similar Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partythe Subsidiaries), (iii) Subsidiaries the Company may pay dividends ratably make Restricted Payments, not exceeding $1,000,000 during any fiscal year of the Company, pursuant to and in accordance with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held stock option plans or owned by a Loan Party other benefit plans for management or a Subsidiary employees of such Loan Partythe Company and the Subsidiaries, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; providedCompany and (vi) the Company may repurchase shares of its common stock and make other Restricted Payments, howeverprovided that at the time of and immediately after giving effect to any such repurchase or other Restricted Payment referred to in this clause (vi), (A) no Default or Event of Default shall have occurred and be continuing, (B) Availability, determined on a Pro Forma Basis, shall at all times during the period commencing on the 60th day before such Restricted Payments Payment have been and shall on the date of Material Intellectual Property such Restricted Payment be not less than the greater of (orx) 20% of the total Revolving Commitments in effect and (y) $60,000,000, at any time and (C) the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Company in form and detail reasonably satisfactory to the Administrative Agent setting forth computations demonstrating compliance with the requirement set forth in clause (B) above and confirming that any FILO Term Loans remain outstanding, any Intellectual Propertythe other requirements of this clause (vi) shall be made by any Person (other than to a Loan Party).have been satisfied. 105

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, declare or make, directly or indirectly, any Restricted Payment, except (i) the Company Borrower may declare and pay dividends with respect to its common stock or Qualified Preferred Stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or Qualified Preferred Stock, or make cash payments in shares lieu of its common stock, subject to the restrictions under Section 6.04(c)fractional shares, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcommon stock, that if any Subsidiary is non-wholly-owned, such Subsidiary (iii) the Borrower may only declare and pay cash dividends ratably with respect to its Equity Interests held common stock and effect repurchases, redemptions or owned by a Loan Party other Restricted Payments with respect to its common stock; provided that immediately prior and after giving effect to any such payment no Default or a Subsidiary Event of Default shall have occurred and be continuing and, immediately after giving effect to any such payment either (1) ABL Availability is greater than $450,000,000463,500,000 or (2) (x) ABL Availability is greater than $300,000,000309,000,000, and (y) 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 Loan Partypayment, calculated on a pro forma basis as if such payment were made on the first day of such period, shall not be less than 1.00 to 1.00, (iv) the Company Borrower may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by pay cash dividends in an amount not to exceed $80,000,000 in any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any fiscal year of the foregoing)Borrower with respect to any Preferred Stock of the Borrower; 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 extent such Equity Interests represent a portion of the exercise price date of such stock optionspayment, deferred stock units or restricted sharescalculated 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, and (v) the Company Borrower and the Subsidiaries may make cash payments in lieu Restricted Payments consisting of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options repurchase or other securities convertible into acquisition of shares of, or exchangeable options to purchase shares of, capital stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any Subsidiary (or their permitted transferees), in each case pursuant to stock option plans, stock plans, employment agreements or other employee benefit plans approved by the board of directors of the Borrower; provided that no Default has occurred and is continuing; and provided further that the aggregate amount of such Restricted Payments made in any fiscal year of the Borrower shall not exceed $10,000,000, (vi) the Subsidiaries may declare and pay cash dividends to the Borrower; provided that the Borrower shall, within a reasonable time following receipt of any such payment, use all of the proceeds thereof for a purpose set forth in Section 5.10(a) or a Refinancing Amendment (including the payment of dividends required or permitted pursuant to this Section 6.08(a)), (vii) 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 Closing Date and (viii) so long as no Default or Event of Default has occurred 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 in after the Company; providedClosing Date, however, no Restricted Payments of Material Intellectual Property (or, at any time provided that any FILO Term Loans remain outstandingsuch 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 prior and after giving effect to any Intellectual Propertysuch redemption or repurchase no Default or Event of Default shall have occurred and be continuing and, immediately after giving effect to any such redemption or repurchase either (1) ABL Availability is greater than $450,000,000463,500,000, or (2) (x) ABL Availability is greater than $300,000,000309,000,000, and (y) 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 redemption or repurchase, calculated on a pro forma basis as if such redemption or repurchase were made on the first day of such period, shall not be made by any Person (other less than 1.00 to a Loan Party).1.00. 157

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willNone of Xxxxxx USA, nor the Company or any other Subsidiary will it permit any Subsidiary todeclare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (i) the Company Xxxxxx USA may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Equity Interests permitted hereunder, (ii) Subsidiaries any Subsidiary may distribute any cashdeclare and pay dividends or make other Restricted Payments in respect of its Equity Interests, property or assets in each case ratably to the Company or holders of such Equity Interests (or, if not ratably, on a basis more favorable to any other Loan Party Xxxxxx USA and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partythe Subsidiaries), (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company Xxxxxx USA may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viv) the Company Xxxxxx USA may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common capital stock in Xxxxxx USA, (v) Xxxxxx USA may make Restricted Payments, not exceeding $30,000,000 in the Company; providedaggregate for any fiscal year, howeverpursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, no officers or employees of Xxxxxx USA, the Company and the other Subsidiaries, (vi) Xxxxxx USA may declare and pay 126 dividends with respect to its Equity Interests payable in cash, not exceeding $10,000,000 in the aggregate for any fiscal year, (vii) the Company may pay the Xxxxxx Oil Distribution and make any Intercompany Settlements and (viii) Xxxxxx USA may make additional Restricted Payments in cash so long as at the time of Material Intellectual Property declaration (orin the case of a dividend) or payment (in all other cases) (A) no Default shall have occurred and be continuing and (B) after giving effect to such Restricted Payment, at and any time that related incurrence of Indebtedness, on a pro forma basis in accordance with Section 1.04(b), (1) Availability shall exceed the greater of (x) 25% of the lesser of the aggregate Revolving Commitments and the Borrowing Base and (y) $100,000,000, and (2) Xxxxxx USA and the Company shall be in compliance with the covenant set forth in Section 6.11 (determined as if a Covenant Period were then applicable) and, if any FILO Term Loans remain shall be outstanding, any Intellectual PropertySection 6.12 (calculated as of the last day of, or for, the period of four consecutive fiscal quarters of Xxxxxx USA then most recently ended for which the financial statements have been delivered pursuant to Section 5.01(a) shall be made by any Person or 5.01(b) (other than or prior to a Loan Partythe first such delivery, as of, or for, such period ended on June 30, 2013).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit None of the Company or any Subsidiary towill 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) the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stockEquity Interests permitted hereunder, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred capital stock, payable solely partnership or membership interests or other similar Equity Interests, or make other Restricted Payments in additional shares respect of its Equity Interests, in each case ratably to the holders of such preferred stock or in shares Equity Interests, taking into account any preferences under the terms of its common stockdifferent Equity Interests (or, subject if not ratably, on a basis more favorable to the restrictions under Section 6.04(cCompany and the Subsidiaries), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viv) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common capital stock in the Company; provided, however, no (v) the Company may make Restricted Payments (including payments pursuant to any note issued in exchange for the purchase, redemption, retirement, acquisition or exchange of Material Intellectual Property any Equity Interests), not exceeding $5,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers, employees, members of management, managers or consultants of the Company and its Subsidiaries, (orvi) so long as no Default shall have occurred and be continuing at the time of the declaration of any dividend, distribution or other Restricted Payment, the Company may make Restricted Payments (in addition to those permitted under the preceding clauses (i) through (v)) in an aggregate amount not greater than the sum of (x) $25,000,000 plus (y) 50% of the aggregate Consolidated Net Income of the Company for the period (taken as a single accounting period) commencing with the first day of the fiscal quarter immediately following the fiscal quarter in which the Effective Date occurred and ending on the last day of the most recent fiscal quarter for which financial statements of the Company shall have been delivered pursuant to Section 5.01(a) or (b) (the sum of the amounts referred to in clauses (x) and (y) being referred to as the “Restricted Payment Basket”) minus (z) the aggregate amount of the Restricted Payment Basket utilized after the Effective Date under this clause (vi), clause (v) of paragraph (b) of this Section and paragraphs (c), (d) and (e) of Section 6.04, (vii) so long as no Default shall have occurred and be continuing at the time of the declaration of any time that dividend, distribution or other Restricted Payment, the Company may make any FILO Term Loans remain outstandingRestricted Payment (in addition to those permitted under the preceding clauses (i) through (vi)) if after giving effect thereto and to any related incurrence of Indebtedness the Leverage Ratio, any Intellectual Propertydetermined on a pro forma basis in accordance with Section 1.04(b) as of the last day of the period of four consecutive fiscal quarters of the Company then most recently ended for which the financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) shall be made less than 2.75:1.00, (viii) to the extent constituting a Restricted Payment and not resulting in the receipt by holders of the Company’s Equity Interests of consideration other than Equity Interests in any Person merged, amalgamated or consolidated entity, the consummation of any merger, amalgamation or consolidation permitted by Section 6.03 and (ix) any Investment permitted by Section 6.04 (other than to as a Loan Partyresult of clause (g) thereof and other than any Investment in Equity Interests of the Company).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, 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) the Company each Loan Party and its Subsidiaries may declare and pay dividends or other distributions with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), ; (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided(iii) the Company may make Restricted Payments, that if not exceeding $20,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to its Equity Interests held equity incentive plans or owned by a Loan Party other benefit plans for management or a Subsidiary employees of such Loan Partythe Company and the Subsidiaries and for deceased and terminated employees and present and former directors (including from their estates), (iv) the Company may repurchase Equity Interests upon enter into option, warrant and similar derivative transactions in connection with a Permitted Convertible Notes Offering and may settle such transactions in accordance with the exercise of stock optionsterms thereof, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may declare and pay dividends payable in cash with respect to its capital stock and may make cash payments in lieu payments, including any sinking fund or similar deposit, on account of the issuance purchase, redemption, retirement, acquisition, cancellation or termination of fractional shares representing insignificant interests any Equity Interests in the Company or any option, warrant or other right to acquire any Equity Interests in the Company in connection with the exercise an aggregate amount not to exceed $125,000,000 during any fiscal year of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; providedprovided that, howeverwith respect to this clause (v), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing and (B) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000; (vi) Restricted Payments in respect of Material Intellectual Property Permitted Convertible Notes permitted under Section 6.09(b); (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Propertyvii) shall be made by any Person the Company may make Restricted Payments (other than in cash) pursuant to any shareholder rights plan or similar arrangement; (viii) the Company may make other Restricted Payments; provided that, with respect to this clause (viii), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing and (B) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000 and; (ix) upon receipt of requisite approval by the Company’s shareholders of the OfficeMax Merger, Restricted Payments to the holders of preferred stock of the Company (the “Preferred Stockholders”) to redeem up to and including 175,000 shares of preferred stock; and (x) immediately prior to consummation of the OfficeMax Merger, Restricted Payments (A) to the Preferred Stockholders to redeem any outstanding preferred shares of the Company and (B) to repurchase any outstanding common shares of the Preferred Stockholders such that immediately following consummation of the OfficeMax Merger, the Preferred Stockholders hold less than 5% of the undiluted common stock of the Company. Notwithstanding the foregoing, the Company may purchase, redeem or retire Equity Interests of the Company with (x) the net cash proceeds of the sale of its Equity Interests in the Mexican Joint Venture or in Boise Cascade Holdings, L.L.C.; provided that, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall be at least 1.00 to 1.00 (determined on a Loan PartyPro Forma Basis in respect of the Test Period in effect at such time) and (3) no Minimum Aggregate Availability Period shall be in effect or (y) up to 50% of the net cash proceeds resulting from any asset sales, transfers or dispositions under Section 6.05(g) or 6.05(i), provided that, such Restricted Payments are made within six months of the applicable asset sale, transfer or disposition and, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing and (2) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party 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) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary (ii) Holdings may only declare and pay dividends ratably 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 Borrower may, or may make Restricted Payments to Holdings so that Holdings may, make Restricted Payments, not exceeding (A) $20,000,000 for the period commencing on the Effective Date and ending on the one-year anniversary of the Effective Date and (B) $7,500,000 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 or owned by a Loan Party such Person (or a Subsidiary permitted transferee of such Loan Partyperson), (iv) the Company Borrower may repurchase 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 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 make Restricted Payments to the extent necessary to permit Holdings to make payments (or make Restricted Payments intended to be used to make payments) to the Sponsor or Sponsor Affiliates of or on account of reimbursement of reasonable costs, expenses, indemnities and payment of monitoring, management or similar fees and transaction fees to the extent permitted by Section 6.09(b), provided that no Event of Default shall have occurred and be continuing or would result therefrom, (vi) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, Holdings may and the Borrower may, or may make Restricted Payments to Holdings so that Holdings may, make Restricted Payments in an amount not exceeding the sum of (x) $40,000,000, commencing after the first anniversary of the Effective Date, during the term of this Agreement and (y) 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 Interests 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 the Effective Date and on or prior to the date such Restricted Payment is made), (vii) so long as (A) no Default or Event of Default has occurred and is continuing and (B) the First Lien 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 be delivered) pursuant to Section 5.01 to the Administrative Agent is less than 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 stock options, deferred stock units and restricted shares held by any future, present warrants or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), similar rights solely to the extent that shares of such Equity Interests capital stock represent a portion of the exercise price of such stock options, deferred stock units warrants or restricted shares, similar rights and (vix) the Company may make making of cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares equity interests of common stock Holdings. Notwithstanding any other provision of this Agreement, in the Company; providedevent 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, however, no the amount of Restricted Payments permitted under such clause of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) the immediately preceding sentence shall be made automatically decreased by any Person (other than to a Loan Party)the amount of such investment.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will3.None of Xxxxxx USA, nor the Company or any other Subsidiary will it permit any Subsidiary todeclare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (i) the Company Xxxxxx USA may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Equity Interests permitted hereunder, (ii) Subsidiaries any Subsidiary may distribute any cashdeclare and pay dividends or make other Restricted Payments in respect of its Equity Interests, property or assets in each case ratably to the Company or holders of such Equity Interests (or, if not ratably, on a basis more favorable to any other Loan Party Xxxxxx USA and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partythe Subsidiaries), (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company Xxxxxx USA may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viv) the Company Xxxxxx USA may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common capital stock in Xxxxxx USA, (v) Xxxxxx USA may make Restricted Payments, not exceeding $30,000,000 in the Company; providedaggregate for any fiscal year (net, howeverin the case of fiscal year 2016, no of the aggregate amount of Restricted Payments made in reliance on clause (v) of Material Intellectual Property Section 6.08(a) of the ABL Credit Agreement on or after January 1, 2016, and prior to the Effective Date), pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of Xxxxxx USA, the Company and the other Subsidiaries, (orvi) Xxxxxx USA may make Restricted Payments in cash in an aggregate amount not exceeding $25,000,000 for any fiscal year (net, in the case of fiscal year 2016, of the aggregate amount of Restricted Payments made in reliance on clause (vi) of Section 6.08(a) of the ABL Credit Agreement on or after January 1, 2016, and prior to the Effective Date), (vii) [intentionally omitted] and (viii) Xxxxxx USA may make additional Restricted Payments in cash so long as at any the time that any FILO Term Loans remain outstanding, any Intellectual Propertyof declaration (in the case of a dividend) or payment (in all other cases) (A) no Default shall have occurred and be made by any Person continuing and (other than to a Loan Party).B) such Restricted Payments are permitted under clause (viii) of Section 6.08(a) of the ABL Credit Agreement as in effect on the date hereof. [[NYCORP:3579392v15:3140D: 02/08/2016--09:30 AM]] #88125723v1 77

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will3.None of Xxxxxx USA, nor the Company or any other Subsidiary will it permit any Subsidiary todeclare 131 or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (i) the Company Xxxxxx USA may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Equity Interests permitted hereunder, (ii) Subsidiaries any Subsidiary may distribute any cashdeclare and pay dividends or make other Restricted Payments in respect of its Equity Interests, property or assets in each case ratably to the Company or holders of such Equity Interests (or, if not ratably, on a basis more favorable to any other Loan Party Xxxxxx USA and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partythe Subsidiaries), (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company Xxxxxx USA may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viv) the Company Xxxxxx USA may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common capital stock in Xxxxxx USA, (v) Xxxxxx USA may make Restricted Payments, not exceeding $30,000,000 in the Company; providedaggregate for any fiscal year, howeverpursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, no officers or employees of Xxxxxx USA, the Company and the other Subsidiaries, (vi) Xxxxxx USA may make Restricted Payments in cash in an aggregate amount not exceeding $25,000,000 for any fiscal year, and (vii) Xxxxxx USA may make additional Restricted Payments in cash so long as at the time of Material Intellectual Property declaration (orin the case of a dividend) or payment (in all other cases) (A) no Default shall have occurred and be continuing and (B) after giving effect to such Restricted Payment, and any related incurrence of Indebtedness, on a pro forma basis in accordance with Section 1.04(b), (1) Availability shall exceed the greater of (x) 25% of the lesser of the Aggregate Revolving Commitment and the Borrowing Base then in effect and (y) $100,000,000, (2) unless Availability shall exceed the greater of (x) 40% of the lesser of the Aggregate Revolving Commitment and the Borrowing Base then in effect and (y) $100,000,000, Xxxxxx USA and the Company shall be in compliance with the covenant set forth in Section 6.11 (determined as if a Covenant Period were then applicable) and (3) Xxxxxx USA and the Company shall be in compliance with, at any time that when a Covenant Period shall be in effect, Section 6.11 and, at any FILO time when a Term Loans remain Loan shall be outstanding, Section 6.12, in the case of clauses (2) and (3), calculated as of the end of or for the period of four consecutive fiscal quarters of Xxxxxx USA then most recently ended for which the financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any Intellectual Property) shall be made by any Person (other than such financial statements, ending with the last fiscal quarter included in the financial statements referred to a Loan Partyin Section 3.04(a)).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Obligor will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except or incur any obligation (contingent or otherwise) to do so, except, (x) any Obligor may make a Permitted Company Dividend under clause (iii) of the definition thereof to the Company and (y) so long as no Event of Default shall have occurred and be continuing or would result therefrom (including after giving effect thereto on a pro forma basis), (i) each of the Company and the Issuers may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets declare and pay dividends to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan PartyIssuers, (iii) Subsidiaries any Obligor may pay dividends ratably with respect make a Permitted Company Dividend to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Partythe Company, (iv) the Company Obligors and their Subsidiaries may repurchase make Restricted Payments payable solely in the form of their Equity Interests upon the exercise of pursuant to and in accordance with employment agreements, bonus plans, stock optionsoption plans, deferred stock units or other benefit plans for existing, new and restricted shares held by any futureformer management, present or former employeedirectors, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any employees and consultants of the foregoing)Obligors and their Subsidiaries, to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company and its Subsidiaries may make cash payments in lieu any other Restricted Payment, so long as the aggregate amount of the issuance of fractional shares representing insignificant interests in all such Restricted Payments made pursuant to this clause (v) during any Fiscal Year does not exceed $1,000,000, and (vi) the Company in connection with the may enter into, exercise of warrantsits rights and perform its obligations under, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)Permitted Call Spread Swap Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) No The Loan Party willParties 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) the Company Parent may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(cEquity Interests (other than Disqualified Stock), (ii) Subsidiaries any Restricted Subsidiary may distribute any cashdeclare and pay dividends or make other distributions with respect to its capital stock, property partnership or assets membership interests or other similar Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the Company or holders of such Equity Interests (or, if not ratably, on a basis more favorable to any other Loan Party Parent and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partythe Subsidiaries), (iii) Subsidiaries so long as no Event of Default has occurred and is continuing, Parent may pay declare and make Restricted Payments in an aggregate amount not to exceed $10,000,000 in any fiscal quarter in respect of dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Partyon Parent’s common stock, (iv) the Company Parent may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company Parent in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; providedParent and (vi) the Parent may repurchase shares of its common stock and make other Restricted Payments, howeverprovided that at the time of and immediately after giving effect to any such repurchase or other Restricted Payment referred to in this clause (vi), (A) no Restricted Payments Default or Event of Material Intellectual Property Default shall have occurred and be continuing and (or, at any time that any FILO Term Loans remain outstanding, any Intellectual PropertyB) shall be made by any Person (other than to a Loan Party)Payment Conditions have been satisfied.

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 or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Company Borrower and its Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries any Subsidiary may distribute any cash, property declare or assets make a Restricted Payment to the Company or to Borrower and any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that which is not a Loan PartyParty may declare or make a Restricted Payment to another Subsidiary, (iii) Subsidiaries each of the Loan Parties may pay dividends ratably with respect declare or make other Restricted Payments so long as: (A) both before and after giving effect to their Equity Interests; providedsuch Restricted Payment, that no Default exists or would result therefrom, and (B) the Total Net Leverage Ratio is less than 2.50 to 1.00 immediately before and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (based on the most recently delivered financials under Section 5.01(a) or (b), as applicable (or, if any Subsidiary is non-wholly-ownedprior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), such Subsidiary may only pay dividends ratably with respect the most recent financial statements referred to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Partyin Section 3.04(a))), (iv) the Company may repurchase declare or make noncash repurchases of Equity Interests deemed to occur upon the exercise of stock options, deferred stock units and restricted shares held by any future, present options or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent similar equity incentive awards if such Equity Interests represent a portion of the exercise price of such stock optionsoptions or similar equity incentive awards, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, (vi) the Company may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company held by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Company or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including but not limited to the ESOP and including any stock subscription or shareholder agreement) with any employee, director, consultant or distributor of the Company or any of its Subsidiaries in an aggregate amount not to exceed $1,000,000 in any calendar year, (vii) the Company may make distributions or pay dividends to the ESOT in the amounts of regularly scheduled payments to be made on the ESOP Indebtedness in accordance with the terms of the ESOP Loan Documents in effect on the date hereof; providedprovided , howeverthat, no as to any such distribution or dividend, all proceeds received by the ESOT are used by the ESOT to repay the ESOP Indebtedness and (viii) unless an Event of Default has occurred and is continuing or would result therefrom, the Company may make Restricted Payments in an aggregate amount not to exceed $10,000,000 during any fiscal year of Material Intellectual Property the Borrower. Notwithstanding the foregoing in this Section 6.08(a), solely during the Covenant Relief Period, (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Propertyi) Restricted Payments made in reliance on Section 6.08(a)(ii) shall only be permitted to the extent such Restricted Payment is made by any Person (other than to a Loan Party)., (ii) Restricted Payments made in reliance on Section 6.08(a)(v) may not exceed $100,000 in the aggregate, (iii) Restricted Payments made in reliance 105

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor or 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 prior to the Tranche B Maturity Date, except (i) the Company Holdings may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares Equity Interests of its common stock, and, with respect to its preferred stock, payable solely in additional shares Holdings that do not require (or permit the holder of such preferred stock Equity Interest to require) any payments or other distribution (whether in shares of its common stockcash, subject securities or other property) to the restrictions under Section 6.04(c)holder of such Equity Interests prior to the Tranche B Maturity Date, (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any Loan Parties (other Loan Party and Subsidiaries than Holdings) that are not Loan Parties wholly-owned subsidiaries of Holdings may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary (iii) provided no Event of Default is non-wholly-ownedoccurring or would result therefrom, such Subsidiary may only pay dividends ratably with respect Restricted Payments to its repurchase Equity Interests held in Holdings (or owned by a Loan Party any Parent) from retired, deceased or a Subsidiary terminated employees or directors (including their Heirs) of such Loan Partyany Parent, Holdings or any of its subsidiaries in an amount not to exceed $1,000,000 in any fiscal year and $5,000,000 in the aggregate, (iv) the Company may Restricted Payments to repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant in Holdings (or any spousesParent) from retired, former spouses, successors, executors, administrators, heirs, legatees deceased or distributes terminated employees or directors (including their Heirs) of any Parent, Holdings or any of the foregoing)its subsidiaries, to the extent such Equity Interests represent a portion of Restricted Payments constitute Indebtedness that is not secured and is subordinated to the exercise price Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $5,000,000 in aggregate principal amount of such stock optionsIndebtedness may be outstanding at any time, deferred stock units or restricted shares, and (v) any Restricted Payment made pursuant to the Company may make cash payments in lieu Acquisition Documents, (vi) Restricted Payments to any Parent for the maintenance of its corporate existence and compliance with applicable law or accounting, legal, public relations, investor relations, financial or management activities (including the issuance employment of fractional shares representing insignificant interests in the Company employees, agents, accountants, consultants, bankers, advisors or other professionals in connection with any of the foregoing) in an amount not to exceed $1,500,000 per year, (vii) any Loan Party may issue Equity Interests that do not require (or permit the holder of such Equity Interest to require) any payments or other distributions (whether in cash, securities or other property) to the holder of such Equity Interests prior to the Tranche B Maturity Date, to the extent such issuance is in connection with a Permitted Acquisition or a transaction permitted by Section 6.05(j), (viii) any Loan Party may make any payments related to an Earnout, (ix) the payments permitted under Section 6.09(d) shall be permitted to be made, (x) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Loan Parties may make any other Restricted Payments not to exceed $1,000,000, in the aggregate, in any fiscal year of Holdings and $5,000,000 in the aggregate during the term of this Agreement; provided that any amount not utilized in a previous fiscal year may be utilized in the immediately succeeding (but no other) fiscal year and (xi) the payment by Holdings to any Parent of proceeds from the exercise of warrantsstock options of Holdings, so long as such stock options shall have been issued and outstanding on or other securities convertible into or exchangeable for shares of common stock in before the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)Effective Date.

Restricted Payments; Certain Payments of Indebtedness. (ah) No Loan Party willwill declare or make, nor will it permit any Subsidiary to, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Company each Loan Party may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) wholly-owned Subsidiaries may distribute any cash, property or assets declare and pay dividends to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any (other Subsidiary that is not a Loan Party, (iiithan Holdings) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedInterests and (iii) so long as no Event of Default has occurred and is continuing, that if any Subsidiary or would result after giving effect to such payment, and such dividend is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Partypermitted under the 2011 Indenture, (ivA) the Company may repurchase Equity Interests upon the exercise of stock optionsdeclare and pay dividends to Holdings in an aggregate amount not to exceed $750,000 in any fiscal year, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (vB) the Company may declare and pay additional dividends to Holdings as long as (x) prior to and after giving effect to such dividend or distribution, Aggregate Availability equals or exceeds the Base Availability Amount and (y) the Debt Service Coverage Ratio, determined as of the end of the most-recently completed fiscal quarter prior to the payment date of any such dividend, for the then most-recently completed four fiscal quarters, determined on a pro forma basis reflecting -121- the payment of such dividend or distribution, is not less than 1.15 to 1.00, and (C) solely to the extent necessary to make cash tax payments in lieu of with respect to the issuance of fractional shares representing insignificant interests Equity Interests of Holdings pursuant to the Company's 1998 Long Term Incentive Plan or similar plan then in effect, the Company may declare and pay dividends to Holdings in connection with an aggregate amount not to exceed $3,000,000 in any fiscal year, so long as prior to and after giving effect to such dividend or distribution, Aggregate Availability equals or exceeds the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)Base Availability Amount.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it 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) the Company each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viii) the Company may make cash payments Restricted Payments pursuant to and in lieu accordance with stock option plans or other benefit plans for management or employees of the issuance Company and any of fractional shares representing insignificant interests its Subsidiaries in the Company in connection with the exercise an aggregate amount not to exceed $2,000,000 during any fiscal year of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; providedprovided that, howeverboth immediately before and immediately after giving effect to each such Restricted Payment, no Default or Event of Default shall have occurred and be continuing, and (iv) the Borrowers may make other Restricted Payments of Material Intellectual Property Payments; provided that, (orA) both immediately before the declaration of, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person and (other than the declaration of a dividend of a Loan Party that is a public company, which dividend shall be subject to a Loan Party).Reserve as provided in the definition thereof) immediately after giving effect to each such Restricted Payment, no Default or Event of Default shall have occurred and be continuing, and (B) at the time any Restricted Payment is declared (x) the Fixed Charge Coverage Ratio for the Test Period in effect at the time shall not be less than 1.25 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (y) Availability shall not be less than 30% of the total Revolving Commitment for the period of 60 consecutive days immediately preceding the date such Restricted Payment is declared after giving pro forma effect thereto. Table of Contents

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willNone of the Company or any Restricted Subsidiary will declare, nor will it permit any Subsidiary to, makemake or pay, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stockEquity Interests permitted hereunder, and, (ii) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its preferred capital stock, payable solely partnership or membership interests or other similar Equity Interests, or make other Restricted Payments in additional shares respect of its Equity Interests, in each case ratably to the holders of such preferred stock Equity Interests or in shares its Equity Interests of its common stockthe relevant class, subject to as the restrictions under Section 6.04(c), (ii) Subsidiaries case may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partybe, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase acquire Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent are transferred in satisfaction of a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viv) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock Equity Interests in the Company, (v) the Company may make Restricted Payments, not exceeding $10,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Company and the Restricted Subsidiaries; provided, however, that any such permitted amount not utilized in a particular fiscal year may be carried forward and utilized in subsequent fiscal years, (vi) so long as no Default shall have occurred and be continuing and the Company shall be in Pro Forma Compliance with the covenant set forth in Section 6.13 after giving effect thereto, the Company may make Restricted Payments in an amount not exceeding the Available Amount and the then available amount of Material Intellectual Property Qualifying Equity Proceeds, in each case, immediately prior to the making of such Restricted Payment in reliance on this clause (orvi), at (vii) so long as no Default or Event of Default shall have occurred and be continuing, the Company may make Restricted Payments in respect of Equity Interests of the Company in an aggregate amount not to exceed $100,000,000, (viii) so long as no Default shall have occurred and be continuing and after giving effect thereto, the Leverage Ratio calculated on a Pro Forma Basis shall be not more than 3.50 to 1.00, the Company may make other Restricted Payments, (ix) any time Foreign Subsidiary may make Restricted Payments to redeem its outstanding Equity Interests held by minority investors in such Foreign Subsidiary, (x) in the case of a Receivables Subsidiary, to make Restricted Payments in respect of the Seller’s Retained Interests or other applicable Equity Interests to the extent of net income or other assets available therefor, (xi) the Company may pay the Special Dividend and (xii) to the extent constituting Restricted Payments, the other Separation Transactions; provided that any FILO Term Loans remain outstandingthe baskets in Section 6.09(a)(vi), any Intellectual Property(vii), (viii), (ix) and (x) shall only be made by any Person (other than to a Loan Partyavailable on and following the Closing Date).

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) the Company Borrower may declare and pay dividends with respect to its common stock or Qualified Preferred Stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Qualified Preferred Stock, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcommon stock, that if (iii) the Borrower may pay cash dividends in an amount not to exceed $40,000,000 in any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably fiscal year of the Borrower with respect to its Equity Interests held the Series D Preferred Stock or owned by a Loan Party any other Qualified Preferred Stock issued in exchange therefor; provided that (x) immediately prior and after giving effect to any such payment, no Default or a Subsidiary Event of Default shall have occurred and be continuing and (y) 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 Loan Partypayment, 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 6.14, (iv) the Company Borrower and the Subsidiaries may make Restricted Payments consisting of the repurchase Equity Interests upon or other acquisition of shares of, or options to purchase shares of, capital stock of the exercise Borrower or any of stock optionsits Subsidiaries from employees, deferred stock units and restricted shares held by any futureformer employees, present directors or former employee, officer, director, manager directors of the Borrower or consultant any Subsidiary (or any spousestheir permitted transferees), former spousesin each case pursuant to stock option plans, successorsstock plans, executors, administrators, heirs, legatees employment agreements or distributes other employee benefit plans approved by the board of any directors of the foregoing), to Borrower; provided that no Default has occurred and is continuing; and provided further that the extent such Equity Interests represent a portion of the exercise price aggregate amount of such stock options, deferred stock units Restricted Payments made after the Restatement Effective Date shall not exceed $10,000,000 or restricted shares, and (v) the Company Subsidiaries may make declare and pay cash payments in lieu dividends to the Borrower; provided that the Borrower shall, within a reasonable time following receipt of any such payment, use all of the issuance proceeds thereof for a purpose set forth in Section 5.10(b) (including the payment of fractional shares representing insignificant interests dividends required or permitted pursuant to this Section 6.08(a)) and (vi) 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 Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)Effective Date.

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, except or incur any obligation (contingent or otherwise) to do so, except, individually and cumulatively, (i) the Company each of Holdings and each Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries each Subsidiary of Holdings (including the Netherlands Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a (iii) each Loan Party may make Restricted Payments, not exceeding $2,000,000 in the aggregate with regard to all such Loan Parties during any fiscal year of Holdings, pursuant to and in accordance with stock option plans or a Subsidiary other benefit plans for management or employees of such Loan PartyParty and its Subsidiaries, (iv) the Company Borrowers may repurchase Equity Interests upon the exercise make Restricted Payments to Holdings for purposes of stock optionspaying any federal, deferred stock units and restricted shares held by any future, present state or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), local income Taxes to the extent that such Equity Interests represent a portion income Taxes are directly attributable to the income of the exercise price of such stock optionsUS Borrower and its Subsidiaries, deferred stock units or restricted sharespaying franchise Taxes and other fees to maintain its legal existence, and paying corporate overhead expenses of Holdings including financing transactions that benefit the US Borrower and its Subsidiaries and to pay salaries or other compensation of employees who perform services for both Holdings and the US Borrower, (v) unless a Restriction Period is in existence, the Company Borrowers and Holdings may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments from time to time in an aggregate amount not to exceed $5,000,000 during any fiscal year of Material Intellectual Property Holdings; and (or, at any vi) Borrower and Holdings may make Restricted Payments from time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)time in an aggregate amount not to exceed $0.10 per outstanding share of Holdings in each fiscal year.

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) the Company Borrower may declare and pay dividends with respect to its common capital stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcapital stock, that if (iii) the Borrower may make Restricted Payments, not exceeding $1,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to stock option plans or other benefit plans for management or employees of the Borrower and its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, Subsidiaries and (iv) if no Default or Event of Default has occurred and is continuing, the Company Borrower may repurchase shares of the Preferred Stock for, and may make additional payments with, cash or Equity Interests upon in the Borrower pursuant to the exercise by a holder of stock optionsits put rights, deferred stock units and restricted shares held or the exercise by any future, present or former employee, officer, director, manager or consultant (the Borrower of its call rights or any spousesmandatory redemption, former spousesas applicable, successors, executors, administrators, heirs, legatees or distributes in each case as contemplated by the Certificate of any of the foregoing), Designations; PROVIDED that (x) to the extent such Restricted Payments are made for Equity Interests represent a portion other than common stock, the terms of such Equity Interests shall have been approved by the Required Lenders and (y) to the extent that such Restricted Payments are made for cash, (A) such Restricted Payments may only be made with the cash proceeds of an issuance of common stock of the exercise price Borrower and (B) prior to the making of any such Restricted Payment, the Borrower shall have delivered to the Administrative Agent calculations demonstrating pro forma compliance with the covenants contained in Sections 6.12, 6.13, 6.14 and 6.15 as of the end of and for the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 5.01(a), (b) or (c), giving effect to such Restricted Payment as if it had occurred at the beginning of such stock optionsperiod. Notwithstanding the foregoing, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Borrower shall be permitted to exchange shares of common stock in for the Company; providedPreferred Stock, howeveras contemplated by the Certificate of Designations, no Restricted Payments or exchange shares of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)common stock for shares of another class of common stock.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company 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) the Company may declare and pay dividends with respect to its common capital stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Equity Interests, (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcapital stock, (iii) the Company may make payments to holders of not more than $5,000,000 in stated value of preferred stock of the Company that if any Subsidiary is non-wholly-owned, such Subsidiary are required to be made as a result of the exercise of appraisal rights to which they may only pay dividends ratably be entitled in connection with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Partythe Recapitalization, (iv) the Company or its Subsidiaries may repurchase Equity Interests upon the exercise of make Restricted Payments, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock options, deferred stock units and restricted shares held by any future, present option plans or former employee, officer, director, manager other benefit plans for management or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any employees of the foregoing)Company and its Subsidiaries, to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments pay dividends in lieu of the issuance of fractional shares representing insignificant interests in an amount not exceeding $25,000,000 during any fiscal year so long as no Default shall have occurred and be continuing, (vi) the Company may carry out the Class B Repurchase and the Recapitalization; PROVIDED that such transactions are completed on or prior to December 31, 2002 and (vii) the Company may repurchase stock and make other Restricted Payments during any fiscal year with that portion of Excess Cash Flow for the preceding fiscal year not required to be applied to prepay Borrowings under Section 2.12 (but in connection no event in an amount greater than 50% of Consolidated Net Income for such preceding fiscal year) so long as (A) no Default shall have occurred and be continuing, (B) the Company shall demonstrate pro forma compliance with the exercise covenant set forth in Section 6.13 (but with the applicable ratio reduced by 0.25) and (C) the Company shall have Ratings of warrantsat least BBB- and Baa3, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)each case with stable outlook.

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 or make, directly or indirectly, any Restricted Payment, except (i) the Company Borrowers may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if (iii) the Borrowers may make Restricted Payments, not exceeding $1,000,000 during any Subsidiary is non-wholly-ownedfiscal year of the Company, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to its Equity Interests held stock option plans or owned by a Loan Party other benefit plans for management or a Subsidiary employees of such Loan Partythe Borrowers and their Subsidiaries, (iv) the Company may repurchase issue Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments payment in lieu of the issuance of issuing fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares such Equity Interests in an aggregate amount not to exceed $100,000, (v) the Company may purchase its Equity Interests in connection with the exercise of common stock options or stock appreciation rights by way of cashless exercise or the vesting of restricted stock units or in connection with the satisfaction of withholding tax obligations, (vi) the Company may the Company may purchase for value any rights distributed in connection with any stockholders rights plan adopted by the Company; provided(vii) the Swiss Borrower may pay dividends or distributions to the Company, however, no and (viii) the Company may make other Restricted Payments of Material Intellectual Property (orin an aggregate amount not to exceed $500,000 in any fiscal year, so long as, at the time of such Restricted Payment and after giving effect thereto on a pro forma basis, (A) no Event of Default exists and (B) the Company is in compliance with the financial covenants set forth in Section 6.12. (b) No Loan Party will, nor will it permit any time that any FILO Term Loans remain outstandingSubsidiary to, make or agree to pay or make, directly or indirectly, any Intellectual Propertypayment or other distribution (whether in cash, securities or other property) shall be made by of or in respect of principal of or interest on any Person 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 Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to a Loan Party).the extent permitted by Section 6.01; and

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit None of the Company or any Subsidiary towill 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) the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stockEquity Interests permitted hereunder, and, (ii) any Subsidiary may declare and pay dividends or make other distributions with respect to its preferred capital stock, payable solely partnership or membership interests or other similar Equity Interests, or make other Restricted Payments in additional shares respect of its Equity Interests, in each case ratably to the holders of such preferred stock Equity Interests or in shares its Equity Interests of its common stockthe relevant class, subject to as the restrictions under Section 6.04(c), (ii) Subsidiaries case may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partybe, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase acquire Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent are transferred in satisfaction of a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viv) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock Equity Interests in the Company, (v) the Company may make Restricted Payments, not exceeding $5,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Company and the Subsidiaries, (vi) so long as no Default shall have occurred and be continuing and the Company shall be in Pro Forma Compliance with the covenants set forth in Sections 6.12 and 6.13 after giving effect thereto, the Company may make Restricted Payments (x) prior to the Investment Grade Date, in an amount not exceeding the Available Amount and the then available amount of Qualifying Equity Proceeds, in each case, immediately prior to the making of such Restricted Payment in reliance on this clause (vi) and (y) after the Investment Grade Date, in any amount, (vii) so long as no Default or Event of Default shall have occurred and be continuing, the Company may make Restricted Payments in respect of Equity Interests of the Company in an amount not to exceed (x) $200,000,000 in the aggregate during the fiscal year ended December 31, 2016, and (y) $50,000,000 in the aggregate during any fiscal year thereafter; provided, however, no that any such permitted amount not utilized to make Restricted Payments of Material Intellectual Property in a particular fiscal year may be carried forward and utilized to make Restricted Payments in subsequent fiscal years, and (or, at viii) any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made Foreign Subsidiary may make Restricted Payments to redeem its outstanding Equity Interests held by any Person (other than to a Loan Party)minority investors in such Foreign Subsidiary.

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 or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the Company Borrowers and its Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries any Subsidiary may distribute make a Restricted Payment to a Borrower and any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that which is not a Loan PartyParty may make a Restricted Payment to another Subsidiary, (iii) Subsidiaries each of the Loan Parties may pay dividends ratably with respect make other Restricted Payments so long as: (A) both before and after giving effect to their Equity Interests; providedsuch Restricted Payment, that if any Subsidiary is non-wholly-ownedno Default exists, such Subsidiary may only pay dividends ratably with respect will exist, or would result therefrom, and (B) after giving effect to its Equity Interests held or owned by a Loan Party or a Subsidiary the consummation of such Restricted Payment, on a pro forma basis, either: (I) at all times for the 90 day period prior to the consummation of such Restricted Payment and after giving effect to such Restricted Payment, Excess Availability is greater than or equal to an amount equal to 25% of the aggregate Revolving Commitments, or (II) (x) at all times for the 90 day period prior to the consummation of such Restricted Payment and after giving effect to such Restricted Payment, Excess Availability is greater than or equal to an amount equal to 20% of the aggregate Revolving Commitments, and (y) the Fixed Charge Coverage Ratio, calculated on a trailing four fiscal quarter basis, is greater than or equal to 1.2 to 1.0, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Administrative Agent under the Loan PartyDocuments, (iv) the Company may repurchase make noncash repurchases of Equity Interests deemed to occur upon the exercise of stock options, deferred stock units and restricted shares held by any future, present options or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent similar equity incentive awards if such Equity Interests represent a portion of the exercise price of such stock optionsoptions or similar equity incentive awards, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, (vi) so long as no Default has occurred and is continuing, the Company may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company held by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Company or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including but not limited to the ESOP and including any stock subscription or shareholder agreement) with any employee, director, consultant or distributor of the Company or any of its Subsidiaries in an aggregate amount not to exceed $500,000 in any calendar year, and (vii) the Company may make distributions or pay dividends to the ESOT in the amounts of regularly scheduled payments to be made on the ESOP Indebtedness in accordance with the terms of the ESOP Loan Documents in effect on the date hereof; provided, howeverthat, no Restricted Payments of Material Intellectual Property (oras to any such distribution or dividend, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made all proceeds received by any Person (other than the ESOT are used by the ESOT to a Loan Party)repay the ESOP Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, 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) the Company each Loan Party and its Subsidiaries may declare and pay dividends or other distributions with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), ; (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided(iii) the Company may make Restricted Payments, that if not exceeding $10,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to its Equity Interests held equity incentive plans or owned by a Loan Party other benefit plans for management or a Subsidiary employees of such Loan Partythe Company and the Subsidiaries and for deceased and terminated employees and present and former directors (including from their estates), (iv) the Company may repurchase Equity Interests upon enter into option, warrant and similar derivative transactions in connection with a Permitted Convertible Notes Offering and may settle such transactions in accordance with the exercise of stock optionsterms thereof, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may declare and pay dividends payable in cash with respect to its capital stock and may make cash payments in lieu payments, including any sinking fund or similar deposit, on account of the issuance purchase, redemption, retirement, acquisition, cancellation or termination of fractional shares representing insignificant interests any Equity Interests in the Company or any option, warrant or other right to acquire any Equity Interests in the Company in connection with the exercise an aggregate amount not to exceed $75,000,000 during any fiscal year of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; providedprovided that, howeverwith respect to this clause (v), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing and (B) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000; (vi) Restricted Payments in respect of Material Intellectual Property Permitted Convertible Notes permitted under Section 6.09(b); (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Propertyvii) shall be made by any Person the Company may make Restricted Payments (other than in cash) pursuant to any shareholder rights plan or similar arrangement; and (viii) the Company may make other Restricted Payments; provided that, with respect to this clause (viii), both immediately before and immediately after giving pro forma effect thereto, (A) no Default or Event of Default shall have occurred and be continuing, (B) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall be at least 1.10 to 1.00 (determined on a Loan PartyPro Forma Basis in respect of the Test Period in effect at such time) and (C) no Level 4 Minimum Aggregate Availability Period shall be in effect. Notwithstanding the foregoing, the Company may purchase, redeem or retire Equity Interests of the Company with (x) the net cash proceeds of the sale of its Equity Interests in the Mexican Joint Venture; provided that, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall be at least 1.00 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (3) no Minimum Aggregate Availability Period shall be in effect or (y) up to 50% of the net cash proceeds resulting from any asset sales, transfers or dispositions under Section 6.05(g) or 6.05(i), provided that, such Restricted Payments are made within six months of the applicable asset sale, transfer or disposition and, both immediately before and immediately after giving pro forma effect thereto, (1) no Default or Event of Default shall have occurred and be continuing, (2) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall be at least 1.00 to 1.00 (determined on a Pro Forma Basis in respect of the Test Period in effect at such time) and (3) Liquidity shall be at least $500,000,000, including Aggregate Availability of at least $400,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party 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) the Company may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) the Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary (iii) the Company may only pay dividends ratably make Restricted Payments pursuant to and in accordance with respect to stock option plans or other benefit plans for management or employees of the Company and its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan PartySubsidiaries, (iv) the Company may repurchase Equity Interests upon pay regularly scheduled cash dividends in accordance with the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any Company’s historical dividend policy in an aggregate amount not to exceed $2,000,000 per fiscal year of the foregoing)Company, to the extent such Equity Interests represent a portion so long as no Default or Event of the exercise price of such stock options, deferred stock units Default shall have occurred and be continuing or restricted shares, would arise after giving effect (including pro forma effect) thereto and (v) the Company and the Subsidiaries may make cash payments in lieu declare or make, or agree to pay or make, directly or indirectly, any other Restricted Payment so long as (A) no Default or Event of Default has occurred and is continuing prior to giving effect to such Restricted Payment or would arise after giving effect (including pro forma effect) thereto and (B) either (x) (1) Availability exceeds $25,000,000 after giving pro forma effect to such Restricted Payment for a period of six (6) consecutive months prior to such Restricted Payment and (2) the Fixed Charge Coverage Ratio, after giving effect to such Restricted Payment on a pro forma basis, determined for the four consecutive fiscal quarters ending on the last day of the issuance most recently ended fiscal quarter of fractional shares representing insignificant interests in the Company in connection with the exercise for which financial statements are available, is equal to or greater than 1.10 to 1.00 or (y) Availability exceeds $45,000,000 after giving pro forma effect to such Restricted Payment for a period of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no six (6) consecutive months prior to such Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)Payment.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willNone of the Company or any Restricted Subsidiary will declare, nor will it permit any Subsidiary to, makemake or pay, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) the Company may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stockEquity Interests permitted hereunder, and, (ii) any Restricted Subsidiary may declare and pay dividends or make other distributions with respect to its preferred capital stock, payable solely partnership or membership interests or other similar Equity Interests, or make other Restricted Payments in additional shares respect of its Equity Interests, in each case ratably to the holders of such preferred stock Equity Interests or in shares its Equity Interests of its common stockthe relevant class, subject to as the restrictions under Section 6.04(c), (ii) Subsidiaries case may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partybe, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase acquire Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent are transferred in satisfaction of a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viv) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock Equity Interests in the Company, (v) the Company may make Restricted Payments, not exceeding $10,000,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, officers or employees of the Company and the Restricted Subsidiaries; provided, however, that any such permitted amount not utilized in a particular fiscal year may be carried forward and utilized in subsequent fiscal years, (vi) so long as no Default shall have occurred and be continuing and the Company shall be in Pro Forma Compliance with the covenant set forth in Section 6.13 after giving effect thereto, the Company may make Restricted Payments in an amount not exceeding the Available Amount and the then available amount of Material Intellectual Property Qualifying Equity Proceeds, in each case, immediately prior to the making of such Restricted Payment in reliance on this clause (orvi), at any time that any FILO Term Loans remain outstanding(vii) so long as no Default or Event of Default shall have occurred and be continuing, any Intellectual Propertythe Company may make Restricted Payments in respect of Equity Interests of the Company in an aggregate amount not to exceed $100,000,000, (viii) so long as no Default shall have occurred and be continuing and after giving effect thereto, the Leverage Ratio calculated on a Pro Forma Basis shall be made not more than 3.75 to 1.00, the Company may make other Restricted Payments, (ix) any Foreign Subsidiary may make Restricted Payments to redeem its outstanding Equity Interests held by any Person minority investors in such Foreign Subsidiary, (x) in the case of a Receivables Subsidiary, to make Restricted Payments in respect of the Seller’s Retained Interests or other than applicable Equity Interests to a Loan Party)the extent of net income or other assets available therefor, (xi) so long as no Default shall have occurred and be continuing and the Company shall be in Pro Forma Compliance with the covenant set forth in Section 6.13 after giving effect thereto, the Company may make Restricted Payments with respect to, and in connection with, redemptions of the Existing Preferred and (xii) to the extent constituting Restricted Payments, the Separation Transactions.

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 incur any obligation (contingent or otherwise) to do so, except as set forth in Section 6.08(b) and (i) each of Holdings and the Company Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of 103 59562397_5 LEGAL_US_E # 113892680.8124105178.14 such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Restricted Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if (iii) (x) the Borrower may make Restricted Payments (the proceeds of which may be utilized by Holdings to make additional Restricted Payments), not exceeding $1,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the direct or indirect Parent of Holdings, Holdings, the Borrower and its Restricted Subsidiaries and (y) following a Qualifying IPO, the Borrower may only make Restricted Payment to pay dividends ratably with respect to its for the repurchase, retirement or other acquisition or retirement for value of Equity Interests held or owned by a Loan Party or a Subsidiary (other than Disqualified Capital Stock) of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares Holdings held by any future, present or former employee, officer, director, manager or consultant of Holdings, any of its Restricted Subsidiaries pursuant to any management equity plan or stock option plan or any other employee benefit plan, management plan or agreement, or any stock subscription or shareholder agreement; provided that, the aggregate Restricted Payments made under this clause (y) subsequent to the Effective Date do not exceed in any fiscal year $5,000,000 plus the net cash proceeds of any “key man” life insurance policies contributed to the Borrower in cash plus cash proceeds from the sale to any employees or members of management (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes their respective Immediate Family Members of any Equity Interests of the foregoingBorrower or any direct or indirect parent company of the Borrower (to the extent such proceeds are contributed to the Borrower) pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the direct or indirect Parent of Holdings, Holdings, the Borrower and its Restricted Subsidiaries (with unused amounts in any calendar year being carried over to succeeding fiscal years subject to maximum aggregate Restricted Payments under this clause of $10,000,000 in any fiscal year), (iv) the Borrower may make Restricted Payments of an amount equal to the Permitted Tax Distribution Amount with respect to a taxable period (on a quarterly or less frequent basis and with the Permitted Tax Distribution Amounts with respect to a taxable period permitted to be paid either during or after such period), (v) [reserved], (vi) subject to satisfaction of the applicable Available Amount Usage Conditions, Restricted Payments not to exceed the sum of (x) Available Amount plus (y) $20,000,000 (less the amount paid under clause (b)(v)(y), below), (vii) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of such those stock options, deferred stock units (viii) Permitted Payments to Parent, (ix) payments to any Parent on the Effective Date used to fund the Aggregate Distribution Amount (as defined in the Purchase Agreement) pursuant to Section 2.01 of the Purchase Agreement, (x) a potential payment to redeem, directly or restricted sharesindirectly, and certain securities held by the former chief financial officer of the Borrower in an amount not to exceed $500,000, (vxi) the Company payment of the Effective Date Dividend, (xii) additional dividends in an aggregate amount per annum not to exceed an amount equal to 6% of the net proceeds received by (or contributed to) the Borrower and its Restricted Subsidiaries from a Qualifying IPO, (xiii) the Borrower may make cash (or may make Restricted Payments to allow any Parent to make) Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager, consultant or other service provider (or Immediate Family Members) and any repurchases of Equity Interests in consideration of such payments in lieu of the issuance of fractional shares representing insignificant interests in the Company including deemed repurchases in connection with the exercise of warrants, stock options or other securities convertible into warrants and, (xiv) the Borrower may make the 2015 Special Distribution on or exchangeable for shares of common stock in about the Company; provided, however, no Restricted Payments of Material Intellectual Property First Amendment Effective Date and (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Propertyxv) shall be made by any Person (other than to a Loan Party)the Borrower may make the 2016 Special Distribution on or about the Second Amendment Effective Date.

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) each of the Company Loan Parties and their Subsidiaries may pay declare and pay, and agree to pay, dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries the Borrowers may distribute make, and agree to make, Restricted Payments, not exceeding $2,500,000 during any cashfiscal year of the Company, property pursuant to and in accordance with stock option plans or assets other benefit plans for management or employees of the Borrowers and their Subsidiaries, (iii) the Borrowers may make, and agree to make, Restricted Payments on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Company or any Borrower or any option, warrant or other right to acquire any Equity Interests in the Company or any Borrower, not to exceed $10,000,000 during any calendar year, so long as (A) no Default has occurred and is continuing or would result from any such prepayment, and (B) either (1) both before and after giving effect to any other Loan Party such Restricted Payment, the Borrowers shall have Excess Availability of at least 50% of the Aggregate Revolving Commitment or (2) (I) both before and Subsidiaries that are not Loan Parties may distribute cash, property or assets after giving effect to any other such Restricted Payment, the Borrowers the Borrowers shall have Excess Availability of at least 20% of the Aggregate Revolving Commitment, and (II) immediately after giving effect to any such Restricted Payment, the Borrowers shall have a Fixed Charge Coverage Ratio, recomputed on a trailing twelve (12) month pro forma basis for the most recent month for which financial statements have been delivered, of no less than 1.20 to 1.0, (iv) (A) any Borrower or Guarantor may make, and agree to make, Restricted Payments to a Borrower, (B) any Guarantor may make, and agree to make, Restricted Payments to another Guarantor and (C) any Subsidiary that is not a Loan PartyParty may make, (iii) Subsidiaries may pay dividends ratably with respect and agree to their Equity Interests; providedmake, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect Restricted Payments to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company any Loan Party or any Subsidiary may make cash payments in lieu make, and agree to make, any other Restricted Payments (other than on account of the issuance purchase, redemption, retirement, acquisition, cancellation or termination of fractional shares representing insignificant interests any Equity Interests in the Company in connection with the exercise of warrantsor any Subsidiary or any option, options warrant or other securities convertible into or exchangeable for shares of common stock right to acquire any Equity Interests in the Company; providedCompany or any Subsidiary), howeverso long as (A) no Default has occurred and is continuing or would result from any such prepayment, (B) both before and after giving effect to any such Restricted Payment, the Borrowers shall have Excess Availability of at least 20% of the Aggregate Revolving Commitment, and (C) immediately after giving effect to any such Restricted Payment, the Borrowers shall have a Fixed Charge Coverage Ratio, recomputed on a trailing twelve (12) month pro forma basis for the most recent month for which financial statements have been delivered, of no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other less than 1.20 to a Loan Party)1.0.

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) the Company Borrower may declare and pay dividends with respect to its common capital stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcapital stock, that if (iii) the Borrower may make Restricted Payments consisting of repurchases of shares of its common stock pursuant to or in connection with stock purchase plans for employees of the Borrower and its Subsidiaries, in an aggregate amount in any Subsidiary is non-wholly-owned, fiscal year not exceeding $5,000,000 plus the amount received from employees during such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned fiscal year in payment of the purchase price of shares acquired by a Loan Party or a Subsidiary of them under such Loan Partystock purchase plans, (iv) so long as no Default has occurred and is continuing at the Company times such Restricted Payment is declared and paid, the Borrower may repurchase Equity Interests pay cash dividends on its common stock in an aggregate amount not exceeding $8,000,000 in any fiscal year and (v) so long as no Default has occurred and is continuing at the time of any such repurchase, the Borrower may effect cash repurchases of shares of its common stock in any period of four consecutive fiscal quarters in an aggregate amount not in excess of (x) $20,000,000 plus the aggregate amount of cash received by the Borrower during such period from the exercise of employee stock options, provided that the aggregate amount of shares repurchased pursuant to this subclause (v)(x) in any such period shall not exceed the number of shares issued by the Borrower during such period upon the exercise of employee stock options, deferred stock units and restricted shares held by any futureplus (y)(1) an additional $25,000,000, present or former employeeprovided that (I) no repurchases may be made under this clause (v)(y)(1) until the Borrower has delivered audited financial statements for the fiscal year ending December 31, officer2005, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoingpursuant to Section 5.01(a), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that when the Leverage Ratio is greater than 1.0 to 1.0 and (II) immediately after giving effect to any FILO such repurchases under this clause (v)(y)(1), the Borrower's Unrestricted Domestic Cash will not be less than an amount equal to $50,000,000 plus the amount of the outstanding Term Loans remain outstandingat such time, or (2) any Intellectual Propertyadditional amount, provided that (A) shall no repurchases may be made by under this clause (v)(y)(2) until the Borrower has delivered audited financial statements for the fiscal year ending December 31, 2005, pursuant to Section 5.01(a), or at any Person time when any Term Loan remains outstanding or the Leverage Ratio is greater than 1.0 to 1.0 and (other B) immediately after giving effect to any such repurchases under this clause (v)(y)(2), the Borrower's Unrestricted Domestic Cash will not be less than to a Loan Party)$50,000,000 and the amount of the outstanding Revolving Loans at such time will not exceed $25,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Company Borrower and its Subsidiaries may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries any Subsidiary may distribute any cash, property declare or assets make a Restricted Payment to the Company or to Borrower and any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that which is not a Loan PartyParty may declare or make a Restricted US-DOCS\103717350.16 Payment to another Subsidiary, (iii) Subsidiaries each of the Loan Parties may pay dividends ratably with respect declare or make other Restricted Payments so long as: (A) both before and after giving effect to their Equity Interests; providedsuch Restricted Payment, that no Default exists or would result therefrom, and (B) the Total Net Leverage Ratio is less than 2.50 to 1.00 immediately before and after giving effect (including giving effect on a pro forma basis) to such Restricted Payment (based on the most recently delivered financials under Section 5.01(a) or (b), as applicable (or, if any Subsidiary is non-wholly-ownedprior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), such Subsidiary may only pay dividends ratably with respect the most recent financial statements referred to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Partyin Section 3.04(a))), (iv) the Company may repurchase declare or make noncash repurchases of Equity Interests deemed to occur upon the exercise of stock options, deferred stock units and restricted shares held by any future, present options or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent similar equity incentive awards if such Equity Interests represent a portion of the exercise price of such stock optionsoptions or similar equity incentive awards, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, (vi) the Company may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Company held by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Company or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including but not limited to the ESOP and including any stock subscription or shareholder agreement) with any employee, director, consultant or distributor of the Company or any of its Subsidiaries in an aggregate amount not to exceed $1,000,000 in any calendar year, (vii) the Company may make distributions or pay dividends to the ESOT in the amounts of regularly scheduled payments to be made on the ESOP Indebtedness in accordance with the terms of the ESOP Loan Documents in effect on the date hereof; provided, howeverthat, no as to any such distribution or dividend, all proceeds received by the ESOT are used by the ESOT to repay the ESOP Indebtedness and (viii) unless an Event of Default has occurred and is continuing or would result therefrom, the Company may make Restricted Payments in an aggregate amount not to exceed $10,000,000 during any fiscal year of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)the Borrower.

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) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary (ii) the Borrower may only declare and pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary payable solely in shares of such Loan PartyQualified Equity Interests, (iii) scheduled dividends payable with respect to the outstanding shares of Series C Preferred Stock pursuant to the terms thereof in existence on the Effective Date, (iv) the Company Borrower may repurchase Equity Interests upon make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements or other benefit plans approved by the exercise Borrower’s board of stock optionsdirectors for management, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spousesdirectors, former spousesdirectors, successors, executors, administrators, heirs, legatees or distributes of any employees and former employees of the foregoing)Borrower and the Subsidiaries, to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) if the Company Borrower or any Subsidiary subsequently becomes an operational national securities exchange under the Exchange Act, the Borrower may make cash payments in lieu redeem the outstanding share of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrantsSeries D Preferred Stock, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, vi) at any time at which the Total Leverage Ratio at such time does not exceed the Covenant Leverage Ratio applicable to that period (each calculated on a Pro Forma Basis) on or after the delivery of the financial statements and the certificate of a Financial Officer pursuant to Section 5.01(a) and Section 5.01(c), respectively, for the Borrower’s fiscal year ended December 31, 2006, the Borrower may repurchase, redeem or retire its Equity Interests in an aggregate amount in any FILO fiscal year not to exceed 50% of Excess Cash Flow for the immediately preceding fiscal year, provided that (x) at the time of any such payment, no Default shall have occurred and be continuing or would result therefrom, (y) any amounts required to be applied to prepay Term Loans remain outstanding, any Intellectual Propertypursuant to Section 2.11(d) shall be made have been so applied and (z) the Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial information reasonably requested by any Person the Administrative Agent, demonstrating the calculation of such Excess Cash Flow and (other than vii) the Borrower may make additional repurchases, redemptions and retirements of its Equity Interests in an aggregate amount not to a Loan Party)exceed $25,000,000 during the term of this Agreement.

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) the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary (ii) the Borrower may only declare and pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary payable solely in shares of such Loan PartyQualified Equity Interests, (iii) scheduled dividends payable with respect to the outstanding shares of Series C Preferred Stock pursuant to the terms thereof in existence on the Effective Date, (iv) the Company Borrower may repurchase Equity Interests upon make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option plans, employment agreements or other benefit plans approved by the exercise Borrower’s board of stock optionsdirectors for management, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spousesdirectors, former spousesdirectors, successors, executors, administrators, heirs, legatees or distributes of any employees and former employees of the foregoing)Borrower and the Subsidiaries, to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) if the Company Borrower or any Subsidiary subsequently becomes an operational national securities exchange under the Exchange Act, the Borrower may make cash payments in lieu redeem the outstanding share of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrantsSeries D Preferred Stock, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, vi) at any time at which the Total Leverage Ratio at such time does not exceed the Covenant Leverage Ratio applicable to that period (each calculated on a Pro Forma Basis), on or after the delivery of the financial statements and the certificate of a Financial Officer pursuant to Section 5.01(a) and Section 5.01(c), respectively, for the Borrower’s fiscal year ended December 31, 2006, the Borrower may repurchase, redeem or retire its Equity Interests in an aggregate amount in any FILO fiscal year not to exceed 50% of Excess Cash Flow for the immediately preceding fiscal year, provided that (x) at the time of any such payment, no Default shall have occurred and be continuing or would result therefrom, (y) any amounts required to be applied to prepay Term Loans remain outstanding, any Intellectual Propertypursuant to Section 2.11(d) shall be made have been so applied and (z) the Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial information reasonably requested by any Person the Administrative Agent, demonstrating the calculation of such Excess Cash Flow and (other than vii) the Borrower may make additional repurchases, redemptions and retirements of its Equity Interests in an aggregate amount not to a Loan Party)exceed $25,000,000 during the term of this Agreement.

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 or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Company Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stockEquity Interests, and, with respect to its preferred stockEquity Interests, payable solely in additional shares or units of such preferred stock Equity Interests or in shares or units of its common stock, subject to the restrictions under Section 6.04(c)Equity Interests, (ii) Subsidiaries of the Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; , (iii) prior to the consummation of a Successful IPO, the Kodiak Borrower may make Permitted Tax Distributions to its members so long as no Default or Event of Default has occurred and is continuing or would result therefrom (provided, that if however, that, for the avoidance of doubt, Permitted Tax Distributions shall not be permitted at any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by time after a Loan Party or a Subsidiary of such Loan PartySuccessful IPO), (iv) the Company Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) and its Subsidiaries may repurchase Equity Interests upon the exercise of make Restricted Payments, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock options, deferred stock units and restricted shares held by any future, present option plans or former employee, officer, director, manager other benefit plans for management or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any employees of the foregoingKodiak Borrower (or, after a Successful IPO, Kodiak Corp) and its Subsidiaries, (v) (A) prior to the consummation of a Successful IPO, the Kodiak Borrower may make other Restricted Payments, so long as (x) the Payment Conditions shall have been satisfied after giving effect to such Restricted Payment and (y) the aggregate amount of such Restricted Payments made during any fiscal year does not exceed the greater of (1) $50,000,000 and (2) $100,000,000, so long as, in the case of this subclause (2), the Kodiak Borrower’s Leverage Ratio after giving pro forma effect to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted sharesRestricted Payment is no greater than 5.25 to 1.00, and (vB) after the Company consummation of a Successful IPO, Kodiak Corp and its Subsidiaries may make cash payments in lieu other Restricted Payments, so long as the Payment Conditions shall have been satisfied after giving effect to such Restricted Payment, and (vi) prior to the consummation of a Successful IPO, the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Kodiak Borrower and its Subsidiaries may make additional Restricted Payments to pay any Public Company Costs of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party).Kodiak Corp.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it 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) the Company Borrower may declare and pay dividends with respect to its common capital stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcapital stock (except that no dividends, that if distributions or other Restricted Payments may be made in respect of the Trust Preferred other than interest paid on the related intercompany subordinated Indebtedness in accordance with Section 6.08(b)(ii)), (iii) the Borrower may make Restricted Payments, not exceeding $5,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to stock option plans or other equity based benefit plans for management or employees of the Borrower and its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan PartySubsidiaries, and (iv) so long as no Default or Event of Default shall have occurred and be continuing at the Company time of such payment and no Default would occur as a result of making such payment, the Borrower may pay dividends on and/or redeem or repurchase Equity Interests upon the exercise of its capital stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent that the aggregate amount of all such Equity Interests represent a portion dividends and payments in respect of such redemptions and repurchases in the current fiscal quarter, taken together with the aggregate amount of all such dividends and payments in respect of such redemptions and repurchases in the three fiscal quarters immediately preceding such fiscal quarter, is not in excess of the exercise price lesser of (x) 25% of Adjusted Consolidated Net Income for the four fiscal quarter period ending most recently prior to the time any such stock optionsdividend is paid or redemption or repurchase made and (y) $50,000,000 (or, deferred stock units if the Leverage Ratio at the most recent fiscal quarter end shall have been less than or restricted sharesequal to 3.00 to 1.00, $75,000,000), and (vB) the Company Borrower may make pay regular dividends or distributions in respect of preferred stock issued after the date hereof in compliance with Section 6.01(b)(iii). For purposes of clause (iv) 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 payments charges deducted in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than to a Loan Party)calculating such Consolidated Net Income.

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) each of the Company may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests, (ii) the Borrower may declare and pay dividends with respect to its Equity Interests held payable solely in shares of Qualified Equity Interests, (iii) the Borrower may make Restricted Payments not exceeding $50,000,000 during any fiscal year pursuant to and in accordance with stock option plans or owned other benefit plans approved by a Loan Party the Borrower’s board of directors for management or a Subsidiary employees of such Loan Partythe Borrower and any of the Subsidiaries, (iv) the Company Borrower may repurchase Equity Interests upon make Restricted Payments so long as (A) no Default has occurred and is continuing or would result therefrom, (B) at the exercise time any such Restricted Payment is made, either (1) the aggregate amount of stock optionssuch Restricted Payment, deferred stock units all prior Restricted Payments made by the Borrower under this clause (iv) after the date hereof and restricted shares held by any futurethe aggregate amount of all investments, present or former employeeloans and advances made in reliance on clause (q)(ii) of Section 6.04 after the date hereof does not exceed 25% of Consolidated Available Net Income for the period commencing September 30, officer2005, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any and ending on the last day of the foregoingmost recent fiscal quarter of the Borrower for which financial statements shall have been delivered pursuant to Section 5.01(a) or (b), taken as a single accounting period, or (2) the aggregate amount of such Restricted Payment and the aggregate amount of all Restricted Payments made by the Borrower under this clause (iv) and all investments, loans and advances made in reliance on clause (q)(ii) of Section 6.04, in each case during the fiscal quarter in which such Restricted Payment is to be made and the extent such Equity Interests represent a portion three preceding fiscal quarters of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, no Restricted Payments of Material Intellectual Property Borrower (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall if such Restricted Payment is to be made by any Person prior to the first anniversary of the Effective Date, since the Effective Date), does not exceed $100,000,000 and (other than C) the Borrower is in compliance on a Pro Forma Basis after giving effect to a Loan Party).such Restricted Payment as of the last day of the most recently ended fiscal quarter of the Borrower with the covenant contained in Section 6.13, provided that for purposes of this clause (C) the applicable Leverage Ratio required by

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 or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Company Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary (iii) the Borrower may only pay dividends ratably make Restricted Payments pursuant to and in accordance with respect to stock option plans or other benefit plans for management or employees of the Borrower and its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan PartySubsidiaries, (iv) the Company Borrower may repurchase Equity Interests make other Restricted Payments provided that (A) no Event of Default has occurred and is continuing or would occur as a result of such Restricted Payment and (B) upon giving effect to such Restricted Payment, the Loan Parties are in pro forma compliance with the financial covenants set forth in Section 6.12 based upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), most recent financial statements delivered to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted sharesLender pursuant to Section 5.01, and (v) the Company Borrower may make cash payments in lieu repurchases of the issuance outstanding stock of fractional shares representing insignificant interests the Borrower within twelve (12) months after the Effective Date in an amount not to exceed $15,000,000 from the Company proceeds of the Term Loan and an additional $5,000,000 derived from cash of foreign Subsidiaries (“Special Stock Repurchases”), provided that (A) no Event of Default has occurred and is continuing or would occur as a result of such Special Stock Repurchases and (B) upon giving effect to such Special Stock Repurchases, the Loan Parties are in connection pro forma compliance with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock financial covenants set forth in Section 6.12 based upon the Company; provided, however, no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person (other than most recent financial statements delivered to a Loan Party)the Lender pursuant to Section 5.01.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willNone of Xxxxxx USA, nor the Company or any other Subsidiary will it permit any Subsidiary todeclare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (i) the Company Xxxxxx USA may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Equity Interests permitted hereunder, (ii) Subsidiaries any Subsidiary may distribute any cashdeclare and pay dividends or make other Restricted Payments in respect of its Equity Interests, property or assets in each case ratably to the Company or holders of such Equity Interests (or, if not ratably, on a basis more favorable to any other Loan Party Xxxxxx USA and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partythe Subsidiaries), (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Party, (iv) the Company Xxxxxx USA may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent options if such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (viv) the Company Xxxxxx USA may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common capital stock in Xxxxxx USA, (v) Xxxxxx USA may make Restricted Payments, not exceeding $30,000,000 in the Company; providedaggregate for any fiscal year, howeverpursuant to and in accordance with stock option plans or other benefit plans or agreements for directors, no officers or employees of Xxxxxx USA, the Company and the other Subsidiaries, (vi) Xxxxxx USA may declare and pay dividends with respect to its Equity Interests payable in cash, not exceeding $10,000,000 in the aggregate for any fiscal year, (vii) the Company may pay the Xxxxxx Oil Distribution and make any Intercompany Settlements and (viii) Xxxxxx USA may make additional Restricted Payments in cash so long as at the time of Material Intellectual Property declaration (orin the case of a dividend) or payment (in all other cases) (A) no Default shall have occurred and be continuing and (B) after giving effect to such Restricted Payment, at and any time that related incurrence of Indebtedness, on a pro forma basis in accordance with Section 1.04(b), (1) Availability shall exceed the greater of (x) 25% of the lesser of the aggregate Revolving Commitments and the Borrowing Base and (y) $100,000,000, and (2) Xxxxxx USA and the Company shall be in compliance with the covenant set forth in Section 6.11 (determined as if a Covenant Period were then applicable) and, if any FILO Term Loans remain shall be outstanding, any Intellectual PropertySection 6.12 (calculated as of the last day of, or for, the period of four consecutive fiscal quarters of Xxxxxx USA then most recently ended for which the financial statements have been delivered pursuant to Section 5.01(a) shall be made by any Person or 5.01(b) (other than or prior to a Loan Partythe first such delivery, as of, or for, such period ended on June 30, 2013).

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) the Company each Loan Party and its Subsidiaries may declare and pay dividends or other distributions with respect to its common stock Equity Interests payable solely in additional shares of its common stockEquity Interests, and, with respect to its preferred stockEquity Interests, payable solely in additional shares of such preferred stock Equity Interests or in shares of its common stock, subject to the restrictions under Section 6.04(c)Equity Interests, (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if (iii) the Company may make Restricted Payments, not exceeding $2,000,000 during any Subsidiary is non-wholly-ownedfiscal year, such Subsidiary may only pay dividends ratably pursuant to and in accordance with respect to stock option plans or other benefit plans for management or employees of the Company and any of its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan PartySubsidiaries and for deceased and terminated employees and present and former directors (including their estates), (iv) the Company may repurchase declare and pay dividends with respect to any preferred Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), issued pursuant to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, Section 6.01B and (v) the Company may make cash payments other Restricted Payments in lieu an aggregate amount in any fiscal year not to exceed the sum of (x) when combined with Sections 6.06(m) and 6.08(b)(vi), $5,000,000 plus (y) so long as both immediately before and immediately after giving pro forma effect to such Restricted Payment (A) no Default or Event of Default shall have occurred and be continuing, (B) the Leverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur shall be less than or equal to 2.50 to 1.00 (determined on a Pro Forma Basis in respect of the issuance of fractional shares representing insignificant interests Test Period in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; provided, however, effect at such time) and (C) no Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) Level 3 Minimum Availability Period shall be made by any Person (other than to a Loan Party).in effect, the Available Amount that is Not Otherwise Applied. Table of Contents

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) the Company Borrower may declare and pay dividends with respect to its common stock or Qualified Preferred Stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Qualified Preferred Stock, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcommon stock, that if any Subsidiary is non-wholly-owned, such Subsidiary (iii) the Borrower may only declare and pay cash dividends ratably with respect to its Equity Interests held common stock and effect repurchases, redemptions or owned by a Loan Party other Restricted Payments with respect to its common stock, together in 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 a Subsidiary Event of Default shall have occurred and be continuing and, immediately after giving effect to any such Loan Partypayment, the Borrower shall have Revolver Availability of more than $100,000,000, (iv) the Company Borrower may repurchase Equity Interests upon pay cash dividends in an amount not to exceed $60,000,000 in any fiscal year of the exercise of stock optionsBorrower with respect to the Series E Preferred Stock, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (Series I Preferred Stock or any spousesother Qualified Preferred Stock; provided that (x) immediately prior and after giving effect to any such payment, former spousesno 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, successors, executors, administrators, heirs, legatees the Consolidated Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters most recently ended on or distributes of any of the foregoing), prior to the extent such Equity Interests represent a portion of the exercise price date of such stock optionspayment, deferred stock units or restricted sharescalculated 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, and (v) the Company Borrower and the Subsidiaries may make cash payments in lieu Restricted Payments consisting of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options repurchase or other securities convertible into acquisition of shares of, or exchangeable options to purchase shares of, capital stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any Subsidiary (or their permitted transferees), in each case pursuant to stock option plans, stock plans, employment agreements or other employee benefit plans approved by the board of directors of the Borrower; provided that no Default has occurred and is continuing; and provided further that the aggregate amount of such Restricted Payments made after the Original Restatement Effective Date shall not exceed $10,000,000, (vi) the Subsidiaries may declare and pay cash dividends to the Borrower; provided that the Borrower shall, within a reasonable time following receipt of any such payment, use all of the proceeds thereof for a purpose set forth in Section 5.10(b) (including the payment of dividends required or permitted pursuant to this Section 6.08(a)), (vii) the Borrower and the Subsidiaries may declare and pay cash dividends with respect to the Equity Interests set forth on Schedule 6.08(a) to the extent, and only to the extent, required pursuant to the terms of such Equity Interests or any other agreement in effect on the Effective Date and (viii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, 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 in after the Company; providedOriginal Restatement Effective Date, however, no Restricted Payments of Material Intellectual Property (or, at any time provided that any FILO Term Loans remain outstandingsuch 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 Intellectual Property) such redemption or repurchase, the Borrower shall be made by any Person (other have Revolver Availability of more than to a Loan Party)$100,000,000.

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) the Company Borrower may declare and pay dividends with respect to its common stock or Qualified Preferred Stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Qualified Preferred Stock, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Borrower) may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; providedcommon stock, that if any Subsidiary is non-wholly-owned, such Subsidiary (iii) the Borrower may only declare and pay cash dividends ratably with respect to its Equity Interests held common stock and effect repurchases, redemptions or owned by a Loan Party other Restricted Payments with respect to its common stock, together in 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 a Subsidiary Event of Default shall have occurred and be continuing and, immediately after giving effect to any such Loan Partypayment, the Borrower shall have Revolver Availability of more than $100,000,000, (iv) the Company Borrower may repurchase Equity Interests upon pay cash dividends in an amount not to exceed $60,000,000 in any fiscal year of the exercise of stock optionsBorrower with respect to the Series E Preferred Stock, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (Series I Preferred Stock or any spousesother Qualified Preferred Stock; provided that (x) immediately prior and after giving effect to any such payment, former spousesno 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, successors, executors, administrators, heirs, legatees the Consolidated Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters most recently ended on or distributes of any of the foregoing), prior to the extent such Equity Interests represent a portion of the exercise price date of such stock optionspayment, deferred stock units or restricted sharescalculated 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, and (v) the Company Borrower and the Subsidiaries may make cash payments in lieu Restricted Payments consisting of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options repurchase or other securities convertible into acquisition of shares of, or exchangeable options to purchase shares of, capital stock of the Borrower or any of its Subsidiaries from employees, former employees, directors or former directors of the Borrower or any Subsidiary (or their permitted transferees), in each case pursuant to stock option plans, stock plans, employment agreements or other employee benefit plans approved by the board of directors of the Borrower; provided that no Default has occurred and is continuing; and provided further that the aggregate amount of such Restricted Payments made after the Original Restatement Effective Date shall not exceed $10,000,000, (vi) the Subsidiaries may declare and pay cash dividends to the Borrower; provided that the Borrower shall, within a reasonable time following receipt of any such payment, use all of the proceeds thereof for a purpose set forth in Section 5.10(b) (including the payment of dividends required or permitted pursuant to this Section 6.08(a)), (vii) the Borrower and the Subsidiaries may declare and pay cash dividends with respect to the Equity Interests set forth on Schedule 6.08(a) to the extent, and only to the extent, required pursuant to the terms of such Equity Interests or any other agreement in effect on the Effective Date and (viii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may redeem or repurchase shares of the Borrower's and/or its Subsidiaries' (including Rite Aid Lease Management Company's) Preferred Stock or the 4.75% Convertible Notes (A) solely with Net Cash Proceeds received by the Borrower from issuances of its common stock in after the Company; providedOriginal Restatement Effective Date, however, no Restricted Payments of Material Intellectual Property (or, at any time provided that any FILO Term Loans remain outstandingsuch 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 Intellectual Property) such redemption or repurchase, the Borrower shall be made by any Person (other have Revolver Availability of more than to a Loan Party)$100,000,000.

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) the Company Borrower may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(c)Equity Interests (other than Disqualified Stock) otherwise permitted hereunder, (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party declare and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned(iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans and other benefit plans for directors, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held officers, employees, advisors or owned by a Loan Party or a Subsidiary of such Loan Partyservice providers, (iv) the Company Borrower may repurchase make repurchases of its Equity Interests upon (A) in connection with the exercise or settlement of stock optionsoptions and other incentive awards, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent if such Equity Interests represent all or a portion of the exercise price thereof or (B) deemed to occur upon the withholding of a portion of such stock optionsEquity Interests issued to directors, deferred stock units officers or restricted sharesemployees under an equity compensation program of the Borrower and the Subsidiaries to cover withholding tax obligations of such persons in respect of such issuance, (v) so long as no Default shall have occurred and be continuing (or shall result from the payment thereof), the Borrower may make additional Restricted Payments, provided that, at the time of the making thereof, (A) after giving effect thereto on a pro forma basis, (1) the Leverage Ratio set forth in Section 6.12, recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) as if such investment had occurred on the last day of the most recent period for which financial statements have been delivered, shall be less than 2.50:1.0, and (v2) the Company Borrower shall be in compliance with the Interest Coverage Ratio set forth in Section 6.13 or (B) the aggregate amount of such Restricted Payments, when combined with all prior Restricted Payments made in reliance on this clause (v)(B) since the Closing Date and taken together with the aggregate amount of all prepayments of Indebtedness made in reliance on Section 6.08(b)(iv)(B) since the Closing Date, shall not exceed $75,000,000; provided further that, in the case of dividends declared by the Borrower in reliance on clause (iv) above, and notwithstanding clause (1) above or the continuance of a Default, the Borrower may make cash payments in lieu pay any such dividends within 30 days after the date of declaration thereof if such payment would have been permitted on the date of the issuance declaration thereof and (vi) the Borrower may incur an obligation to declare or make, or agree to make, a Restricted Payment, provided that such obligation or agreement is conditioned upon, or is pursuant to documentation for a transaction that contemplates, (A) obtaining the consent of fractional shares representing insignificant interests the Required Lenders or (B) the payment in full of all Obligations and the Company in connection with termination of the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the CompanyCommitments; provided, howeverthat, no unless consented to by the Required Lenders or made simultaneously with or after the payment in full of all Obligations and the termination of the Commitments, such Restricted Payments of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall Payment may not actually be made by any Person unless such Restricted Payment is permitted under one or more of the foregoing clauses (other than to a Loan Partyi) through (v).

Restricted Payments; Certain Payments of Indebtedness. (a) No The Loan Party willParties 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) the Company Parent may declare and pay dividends with respect to its common stock Equity Interests payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, subject to the restrictions under Section 6.04(cEquity Interests (other than Disqualified Stock), (ii) Subsidiaries any Restricted Subsidiary may distribute any cashdeclare and pay dividends or make other distributions with respect to its capital stock, property partnership or assets membership interests or other similar Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the Company or holders of such Equity Interests (or, if not ratably, on a basis more favorable to any other Loan Party Parent and Subsidiaries that are not Loan Parties may distribute cash, property or assets to any other Subsidiary that is not a Loan Partythe Subsidiaries), (iii) Subsidiaries so long as no Event of Default has occurred and is continuing, Parent may pay 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 ratably with respect to their Equity Interests; provided, that if any Subsidiary is non-wholly-owned, such Subsidiary may only pay dividends ratably with respect to its Equity Interests held or owned by a Loan Party or a Subsidiary of such Loan Partyon Parent’s common stock, (iv) the Company Parent may repurchase Equity Interests upon the exercise of stock options, deferred stock units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted shares, and (v) the Company Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company Parent in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company; providedParent and (vi) the Parent may repurchase shares of its common stock and make other Restricted Payments, howeverprovided that at the time of and immediately after giving effect to any such repurchase or other Restricted Payment referred to in this clause (vi), (A) no Restricted Payments Default or Event of Material Intellectual Property Default shall have occurred and be continuing and (or, at any time that any FILO Term Loans remain outstanding, any Intellectual PropertyB) shall be made by any Person (other than to a Loan Party)Payment Conditions have been satisfied.