Common use of Limitations on Dividends and Distributions Clause in Contracts

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) the Borrower may pay cash dividends to holders of its Capital Stock and Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that (i) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (ii) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (iii) on each date that a dividend is declared and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; and (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (e) the Borrower may repurchase shares of its Capital Stock in an aggregate amount of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; and (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Borrower for the Exchangeable Shares being repurchased.

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

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) the Borrower may pay cash dividends to holders of its Capital Stock and Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that (i) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (ii) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (iii) on each date that a dividend is declared and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; and (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX[Intentionally Omitted]; (e) the Borrower may repurchase shares of its Capital Stock in an aggregate amount of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing[Intentionally Omitted]; (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; and (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Borrower Parent for the Exchangeable Shares being repurchased; (g) the Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 11.1(o)(ix); so long as (i) no Default or Event of Default shall have occurred and be continuing or would be caused thereby and (ii) the Borrower shall have complied with the requirements set forth in Sections 8.10(e)(i), (ii)(A) and (ii)(B) of this Agreement and Section 8.10(e)(i) of the Canadian Credit Agreement, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a Credit Party; and (j) subject to Sections 10.10 and 11.1(o)(viii)(E), the Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 11.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 11.1(o)(ix).

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

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) the Borrower may pay cash dividends to holders of its Capital Stock and Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that (i) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (ii) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (iii) on each date that a dividend is declared and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; and (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX[Intentionally Omitted]; (e) the Borrower may repurchase shares of its Capital Stock in an aggregate amount of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing[Intentionally Omitted]; (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; and (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Borrower Parent for the Exchangeable Shares being repurchased; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 12.1(o)(ix); so long as (i) no Default or Event of Default shall have occurred and be continuing or would be caused thereby and (ii) the U.S. Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) of this Agreement and Section 8.10(e)(i), (ii)(A) and (ii)(B) of the U.S. Credit Agreement, the U.S. Borrower may make cash distributions or dividends to the Parent which shall be invested in a U.S. Credit Party; and (j) subject to Section 10.10 and Section 12.1(o)(viii)(E), the U.S. Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 12.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 12.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) the Borrower may pay cash dividends to holders of its Capital Stock and Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that (i) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (ii) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (iii) on each date that a dividend is declared and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; and (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX[Intentionally Omitted]; (e) the Borrower may repurchase shares of its Capital Stock in an aggregate amount of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing[Intentionally Omitted]; (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; and (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Borrower Parent for the Exchangeable Shares being repurchased; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 12.1(o)(ix); so long as no Default or Event of Default shall have occurred and be continuing or would be caused thereby, the Borrower may make cash distributions or dividends to the Parent which shall be invested in a U.S. Credit Party; and (j) subject to Section 10.10 and Section 12.1(o)(vii)(E), the U.S. Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 12.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 12.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) the Borrower may pay cash dividends to holders of its Capital Stock and Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that (i) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (ii) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (iii) on each date that a dividend is declared and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; and (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX[Intentionally Omitted]; (e) the Borrower may repurchase shares of its Capital Stock in an aggregate amount of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing[Intentionally Omitted]; (B) the Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; and (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Borrower Parent for the Exchangeable Shares being repurchased; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year; (h) [Intentionally Omitted]; (i) subject to Section 12.1(o)(ix); so long as (i) no Default or Event of Default shall have occurred and be continuing or would be caused thereby and (ii) the U.S. Borrower shall have complied with the requirements set forth in Section 8.10(e)(i) of this Agreement and Section 8.10(e)(i), (ii)(A) and (ii)(B) of the U.S. Credit Agreement, the U.S. Borrower may make cash distributions or dividends to the Parent which shall be invested in a U.S. Credit Party; and (j) subject to Sections 10.10 and 12.1(o)(viii)(E), the U.S. Borrower and its Subsidiaries may make cash distributions or dividends to the Parent to allow the Parent to make required payments on Indebtedness incurred by the Parent as permitted pursuant to Section 12.1(o)(viii); provided that on each date any distribution or dividend is paid and after giving effect thereto: (i) no Default or Event of Default shall have occurred and be continuing; and (ii) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX and Section 12.1(o)(ix).

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) (i) the Original U.S. Borrower may pay cash dividends to the Parent to allow the Parent to pay cash dividends to holders of its the Parent's Capital Stock and (ii) Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that in each case (iA) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (iiB) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (iiiC) on each date that a dividend is declared and after giving effect thereto: (A1) no Default or Event of Default shall have occurred and be continuing; and (B2) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (ei) the U.S. Borrower may pay dividends to the Parent to allow the Parent to repurchase shares of its the Parent's Capital Stock Stock, in an aggregate amount for all such repurchases by the U.S. Borrower or dividends paid by the U.S. Borrower of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased or such dividend is paid and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; (B) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; and; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Borrower Parent for the Exchangeable Shares being repurchased.; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year;

Limitations on Dividends and Distributions. Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that: (a) the U.S. Borrower or any Subsidiary may pay dividends in shares of its own Capital Stock; (b) the U.S. Borrower or any Subsidiary may make cash distributions or equity repurchases pursuant to employee benefit plans or incentive compensation plans, in each case to the extent such distributions constitute compensation to executives or employees of the U.S. Borrower or of the applicable Subsidiary; (c) any Subsidiary may pay dividends to the holders of its Capital Stock (other than payment of dividends to holders of the Exchangeable Shares); provided that in the case of any dividend paid by a Subsidiary that is not a Wholly-Owned Subsidiary, such dividend may be paid only if such dividend is paid on a ratable basis to the holders of such Capital Stock in accordance with their respective ownership percentages in such Subsidiary; (d) (i) the Original U.S. Borrower may pay cash dividends to the Parent to allow the Parent to pay cash dividends to holders of its the Parent’s Capital Stock and (ii) Bowater Canada, Inc. may pay cash dividends to holders of the Exchangeable Shares; provided that in each case (iA) any such dividend is paid as promptly as possible but in no event later than seventy-five (75) days after the date of declaration of such dividend, (iiB) such dividends do not exceed $75,000,000 in the aggregate during each Fiscal Year and (iiiC) on each date that a dividend is declared and after giving effect thereto: (A1) no Default or Event of Default shall have occurred and be continuing; and (B2) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (ei) the U.S. Borrower may pay dividends to the Parent to allow the Parent to repurchase shares of its the Parent’s Capital Stock Stock, in an aggregate amount for all such repurchases by the U.S. Borrower or dividends paid by the U.S. Borrower of up to $100,000,000 during the term of this Agreement; provided that on each date that Capital Stock is repurchased or such dividend is paid and after giving effect thereto: (A) no Default or Event of Default shall have occurred and be continuing; (B) the U.S. Borrower shall be in pro forma compliance with each of the covenants set forth in Article IX; (C) the Aggregate Credit Exposure shall not exceed $100,000,000; and (D) the pro forma Consolidated Total Leverage Ratio shall not exceed 4.50 to 1.00; and; (f) Bowater Canada, Inc. or Bowater Canadian Holdings Incorporated may repurchase all or a portion of the Exchangeable Shares solely through an exchange of common stock of the Borrower Parent for the Exchangeable Shares being repurchased.; (g) the U.S. Borrower may make dividends and distributions to the Parent to pay: (i) taxes attributable to the consolidated operations of the U.S. Borrower and its Subsidiaries; (ii) the Parent Overhead Expenses in an aggregate amount per Fiscal Year not to exceed fifty percent (50%) of the aggregate amount of Parent Overhead Expenses during such Fiscal Year; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result after giving effect to such dividends or distributions, an additional amount of Parent Overhead Expenses in an aggregate amount not to exceed $10,000,000 per Fiscal Year;