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

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will 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 Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfied. (b) The Loan Parties will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; and (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Issuer will not, and will 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 that (i) the Loan Parties Issuer may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their common its capital stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, stock and (iii) the Lead Borrower Issuer may repurchase its make Restricted Payments, not exceeding $200,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of the Issuer and the Subsidiaries, including the redemption or purchase of capital stock of the Issuer held by former directors, management or declare and pay cash dividends employees of the Issuer or other distributions if the Payment Conditions are then satisfiedany Subsidiary following termination of their employment. (b) The Loan Parties Issuer will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Transaction Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted Indebtedness; andunder the Transaction Documents; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (v) payments in respect of any Permitted Receivables Facility.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrowers will not, and will not permit any Subsidiary Restricted Subsidiaries 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 Loan Parties Borrowers may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Restricted Subsidiaries of the Lead Borrower Borrowers may declare and pay cash dividends ratably with respect to their capital stock, and (iii) the Lead Borrower Borrowers may repurchase its capital stock or declare make Restricted Payments in an amount not to exceed $75,000,000 in any fiscal year, and pay cash dividends or (iv) the Borrowers may make other distributions if the Payment Conditions are then satisfiedRestricted Payments as long as, after giving effect thereto, Capped Availability is at least $100,000,000. (b) The Loan Parties Borrowers will notnot at any time, and will not permit any Subsidiary to, of their Restricted Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted Indebtednessunder Section 6.01; and (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iii) other payments in respect of Indebtedness not to exceed $15,000,000 in the aggregate in any fiscal year of the Borrowers, provided that no Default or Event of Default then exists or would arise therefrom.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties CCSC will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, (ii) CCSC may make Restricted Payments at such times and in such amounts, not exceeding $1,000,000 during any Fiscal Year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of CCSC and its Subsidiaries and (iii) the Lead Borrower may repurchase CCSC may, subject to Section 6.01(b), make dividends consisting solely of shares of its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedstock. (b) The Loan Parties CCSC will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation 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 permitted Indebtedness; and; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) payment by Loan Parties of Indebtedness owed to Loan Parties and payment by Subsidiaries which are not Loan Parties of Indebtedness owed to CCSC and its Subsidiaries; (vi) payment of Indebtedness under revolving credit facilities permitted under clause (ix) of Section 6.01(a); (vii) repurchases of any Public Debt that is scheduled to mature prior to December 8, 2003; and (viii) payment of Indebtedness created pursuant to any Permitted Receivables Financing.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Issuer will not, and will 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 that (i) the Loan Parties Issuer may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their common its capital stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, stock and (iii) the Lead Borrower Issuer may repurchase its make Restricted Payments, not exceeding $200,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of the Issuer and the Subsidiaries, including the redemption or purchase of capital stock of the Issuer held by former directors, management or declare and pay cash dividends employees of the Issuer or other distributions if the Payment Conditions are then satisfiedany Subsidiary following termination of their employment. (b) The Loan Parties Issuer will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Transaction Documents; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under the Transaction Documents; (iii) refinancings of Indebtedness to the extent such Indebtedness is permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (iiv) refinancings payments in respect of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01any Permitted Receivables Facility.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) each of the Loan Parties may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower may repurchase its capital make Restricted Payments, not exceeding $2,750,000 during any fiscal year of the Borrower, pursuant to and in accordance with stock or declare and pay cash dividends option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, and (iv) the Loan Parties may make distributions if to any direct or indirect parent entity of any consolidated, affiliated or unitary group of which any such Loan Party is a member in an amount sufficient to pay any Taxes imposed on such parent under applicable law to the Payment Conditions are then satisfiedextent attributable to the income or operations of the Loan Parties. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such 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; and; (iiiii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01(k) so long as, both before and after giving pro forma effect to such payment no Default or Event of Default shall have occurred and be continuing; (iv) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and (vi) all amounts owing to Revolving Agent and Revolving Lenders pursuant to the Revolving Credit Agreement, as in effect on the date hereof or as may be amended, modified, supplemented, refinanced or replaced from time to time in accordance with the Intercreditor Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrowers may declare and pay dividends with respect to their capital common stock payable solely in additional shares of their its common stockstock and in cash to the extent after giving effect thereto the Loan Parties will remain in compliance with Section 7.12, and (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedEquity Interests. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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) with the prior written consent of the Administrative Agent, and after satisfying the requirements of Section 2.17(c) and (e), payment of Indebtedness permitted by Section 7.01 with the proceeds of the issuance of Equity Interests; (iii) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; andIndebtedness (subject to any subordination agreements); (iiiv) with the prior written consent of the Administrative Agent, prepayment of Indebtedness permitted by Section 7.01 provided that (A) no Default or Event of Default has occurred and is continuing; and (B) the making of such prepayment will not result in the occurrence of a Default or Event of Default after giving effect thereto; (v) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.017.01; and (vi) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment of the type described in clause (i) of the definition of "Restricted Payments" in Section 1.01, except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, or other equity securities not redeemable at the option of a holder thereof, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, stock (or equivalent) and (iii) the Lead Borrower may repurchase its capital make Restricted Payments pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees or consultants of the Payment Conditions are then satisfiedBorrower and its Subsidiaries. (b) The At any time (from and including the Effective Date) when any Obligation with respect to any Loan Parties will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether Letter of Credit shall be unsatisfied in cash securities or other property) of whole or in respect of principal of or interest on any Indebtednesspart, or any payment Letter of Credit shall not have terminated or other distribution (whether in cashexpired, securities or other property)otherwise be outstanding, including the Borrower will not make any sinking fund or similar deposit, on account Restricted Payment of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; and (ii) refinancings of Indebtedness type described in clause (i)ii) of the definition of "Restricted Payment" in Section 1.01, above, unless after making such Restricted Payment (x) an aggregate of $25,000,000 or less of such Restricted Payments will have been made during (A) the three fiscal quarters ending prior to the extent permitted by Section 6.01quarter in which the Restricted Payment in question is to be made (but excluding any portion of such fiscal quarters occurring prior to the Effective Date) and (B) such current fiscal quarter, (y) an aggregate of $50,000,000 or less of such Restricted Payments will have been made from (and including) the Effective Date to (and including) the date of the Restricted Payment in question, and (z) the Restricted Payment in question will not result in an LPT.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, Payment except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower may repurchase make Restricted Payments, not exceeding $2,500,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its capital stock or declare and Subsidiaries, (iv) the Borrower may pay cash dividends or other distributions if the in lieu of fractional shares and (v) any Restricted Payment Conditions are then made at a time when Section 6.12 is satisfied. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Subordinated 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 Subordinated Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any Subordinated Indebtedness permitted Indebtedness; andunder Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and (iv) any other payments made at a time when Section 6.12 is satisfied.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower may repurchase its capital make non-cash Restricted Payments pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees of the Payment Conditions are then satisfiedBorrower and its Subsidiaries, as long as no Event of Default has occurred and is continuing or would result after giving effect to such payment. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any IndebtednessIndebtedness (except for any Indebtedness to any other Loan Party or the UK Subsidiary incurred in the ordinary course of business and in a manner and on terms consistent with past practices of such Loan Party), 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 Indebtedness; andunder Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and Borrowers will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as so long as no Default or Specified Event of Default exists or would arise therefrom (i) therefrom, the Loan Parties Borrowers may declare and pay dividends with respect to their capital stock payable solely in cash or in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfied. (b) The Loan Parties Borrowers will notnot at any time, and will not permit any Subsidiary to, of their Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted Indebtedness; andunder Section 6.01; (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iii) prepayments, redemptions, retirements, acquisition, cancellation or termination of Indebtedness of any Borrower (collectively, a "Prepayment") as long as (A) no Default or Event of Default then exists or, after giving effect to such Prepayment, would arise; and (B) during the ninety (90) day period prior (on a pro forma basis) to the date of such Prepayment, and for the ninety (90) day period following (on a projected basis) the date of such Prepayment, there shall be daily Excess Availability of at least $250,000,000; and (C) the aggregate of all such Prepayments shall not exceed the sum of $500,000,000 plus the Refreshing Basket from and after the Effective Date. (c) After the occurrence and during the continuation an Event of Default under Sections 7.01(h) or 7.01(i) hereof, the Lead Borrower will not at any time, make or agree to pay or make, directly or indirectly any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or 75other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except payment of regularly scheduled principal and interest payments in respect of any permitted Indebtedness and refinancings of permitted Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrowers will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Company may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower Company may make Restricted Payments, not exceeding $1,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company and the Subsidiaries, (iv) Permitted Tax Distributions by any Loan Party to another Loan Party, so long as such Loan Party uses such distributions to pay its Taxes and (v) the Company may repurchase shares of its capital common stock (including repurchase of Convertible Notes, either in the open market or declare through private transactions); provided that at the time of and pay cash dividends immediately after giving effect to any such Restricted Payment, (A) no Default or Event of Default shall have occurred and be continuing (other distributions if 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 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 Conditions are then satisfiedand ending on the first anniversary of such Restricted Payment. (b) The Loan Parties Borrowers will not, and nor will not they permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payments of Indebtedness created under the Loan Documents; (ii) redemptions and repurchases of Convertible Notes to the extent permitted by paragraph (a) of this Section, and payment of the cash portion of the settlement amount required to be paid to any holder of Convertible Notes upon the conversion thereof in accordance with the terms of the Convertible Note Documents (provided that no such payment may be financed in whole or in part by any Borrowings hereunder unless Availability, determined on a Pro Forma Basis, shall be at least $50,000,000); (iii) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; and, other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiv) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (vi) payments of Indebtedness solely by issuance of the common stock of the Company.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and nor will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Subsidiaries may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries favor of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedBorrower. (b) The Loan Parties Borrower will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Indebtednessby Section 6.01; (iii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness as permitted herein; (iv) any Unrestricted Subsidiary may declare and pay dividends to holders of its Equity Interests, provided that (x) such dividends are paid pro rata to all such holders of its Equity Interests and (y) the Net Proceeds therefrom that are payable to any Loan Party are applied in accordance with Section 2.10; and (iiv) refinancings distributions of Indebtedness described in clause (i), above, common stock of the Borrower pursuant to the extent permitted Permitted Dealer/Employer Stock Program or as contemplated by Section 6.012.10(c)(X).

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will 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 Loan Parties Borrower may declare and pay dividends with respect to their capital stock its Capital Stock payable solely in additional shares of their common stockits Capital Stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay cash dividends ratably to the Borrower or any Wholly-Owned Subsidiary with respect to their capital stockits Capital Stock, and (iii) so long as at the Lead time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, the Borrower or any Subsidiary may repurchase its capital stock or declare make Restricted Payments in an aggregate amount not to exceed $5,000,000 for the Borrower and pay cash dividends or other distributions if the Payment Conditions are then satisfiedSubsidiaries during any fiscal year of the Borrower. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, 57 securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) except payment of Indebtedness created under the Loan Documents; payment of regularly scheduled interest and principal payments as and when due in respect of any permitted IndebtednessIndebtedness (subject to any subordination provisions thereof); and (ii) refinancings prepayment at the consummation of a Permitted Business Acquisition of Indebtedness described assumed in clause (i), above, to connection with such Permitted Business Acquisition; and payment of secured Indebtedness that becomes due as a result of the extent permitted by Section 6.01voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Company will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom that (i) the Loan Parties Company may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their common stockEquity Interests otherwise permitted hereunder, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, Equity Interests and (iii) the Lead Borrower Company may repurchase its capital stock or declare and pay cash dividends or other distributions if make Restricted Payments in an aggregate amount during the Payment Conditions are then satisfiedterm of this Agreement not greater than US$25,000,000. (b) The Loan Parties Company will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation, termination or termination defeasance of any Indebtedness, except: (i) payment payments in respect of Indebtedness created under the Loan Documents; (ii) regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness, other than payments in respect of any Indebtedness subordinated to the Obligations or any of them to the extent prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness with the proceeds of Permitted Refinancing Indebtedness; (iv) prepayments of Seller Notes and repurchases or redemptions of Preferred Stock issued pursuant to clause (iv) of Section 6.01(a); and (iiv) refinancings any payment of secured Indebtedness described in clause (i), above, to that becomes due as a result of the extent permitted by Section 6.01voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) each of the Loan Parties may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital Equity Interests, (iii) so long as no Event of Default has occurred and is continuing or would result immediately after giving effect to such Restricted Payment, FHC may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Loan Parties in an amount not to exceed $2,500,000 during the term of this Agreement, plus the amount of cash settlements in respect of stock-based awards granted to any Person who replaces the interim chief executive officer of the Loan Parties, and (iiiiv) subject to the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if satisfaction of the Payment Conditions are then satisfiedConditions, FHC may make other Restricted Payments. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities cash, securities, or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities securities, or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation 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 Indebtedness; andunder Section 6.01, other than payments in respect of (A) the FILO Debt and (B) the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness (other than the FILO Debt) that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and (v) (x) so long as no Event of Default under Section 7(a), (b)(i), (h) or (i) has occurred and is continuing both before and after giving effect thereto, payments of interest in respect of the FILO Debt and (y) payments in respect of principal of the FILO Debt subject to the satisfaction of the FILO Payment Conditions both before and after giving effect thereto; and (vi) (v)subject to the satisfaction of the Payment Conditions, payment of other Indebtedness not otherwise permitted under this Section 6.08(b) (other than payments in respect of the FILO Debt).

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will 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 that (i) the Loan Parties Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their common its capital stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, stock and (iii) the Lead Borrower may repurchase its make Restricted Payments, not exceeding $200,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of the Borrower and the Subsidiaries, including the redemption or purchase of capital stock of the Borrower held by former directors, management or declare and pay cash dividends employees of the Borrower or other distributions if the Payment Conditions are then satisfiedany Subsidiary following termination of their employment. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 or the Bank Loan Documentation; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted Indebtednessunder the Loan Documents or the Bank Loan Documentation; and (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent such Indebtedness is permitted by Section 6.01.;

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and nor will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Company may declare and pay dividends with respect to their capital stock payable solely in additional shares make Restricted Payments at any time that no Event of their common stockDefault has occurred and is continuing or would result therefrom, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, stock and (iii) the Lead Borrower or Subsidiaries may repurchase its capital stock make payments for acquisitions permitted under Section 6.04(e) above, provided no Event of Default has occurred or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedis continuing. (b) The Loan Parties Company will not, and nor will not it permit any Subsidiary of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest Indebtedness created under this Agreement; (ii) payments pursuant to existing amortization schedules, prepayments (except for Indebtedness permitted by SECTION 6.01(j)), and principal payments provided no Event of Default has occurred or is continuing, refinancings of Indebtedness that is permitted by Section 6.01; (iii) payment of secured Indebtedness that becomes due as and when due in respect a result of any permitted the voluntary sale of transfer of the property or assets securing such Indebtedness; and (iiiv) refinancings payment of Indebtedness described in clause (i), above, to of any Person acquired by the extent permitted by Section 6.01Company or any Subsidiary that exists on the date of such acquisition; provided that such Person becomes a Subsidiary as a result of such acquisition.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the each Loan Parties Party may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, (ii) the wholly-owned Subsidiaries of the Lead Borrower may declare and pay dividends to Loan Parties (other than Holdings) ratably with respect to their capital stock, Equity Interests and (iii) so long as no Event of Default has occurred and is continuing, or would result after giving effect to such payment, and such dividend is permitted under the Lead Borrower 2011 Indenture, (A) the Company may repurchase its capital stock or declare and pay cash dividends to Holdings in an aggregate amount not to exceed $750,000 in any fiscal year and (B) the Company may declare and pay additional dividends to Holdings as long as (x) prior to and after giving effect to such dividend or other distributions if distribution, Aggregate Availability equals or exceeds the Payment Conditions are 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 satisfiedmost-recently completed four fiscal quarters, determined on a pro forma basis reflecting the payment of such dividend or distribution, is not less than 1.15 to 1.00. (b) The No Loan Parties Party will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of the Subordinated Indebtedness, which are governed by Section 6.08(c); (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) payment of intercompany Indebtedness permitted by Section 6.01(c); and (vi) the Loan Parties may purchase, redeem or prepay Indebtedness (other than the Subordinated Indebtedness which is governed by Section 6.08 (c)), if and to the extent that (1) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (2) prior to and after giving effect to any such payment Aggregate Availability equals or exceeds the Base Availability Amount and (3) the Debt Service Coverage Ratio, determined as of the most-recently completed fiscal quarter prior to the date of such payment, for the then most-recently completed four (4) fiscal quarters, determined on a pro forma basis reflecting the making of such payment, is no less than 1.15 to 1.00. (c) No Loan Party shall (i) make any amendment or modification to the 2004 Indenture, any 2004 Senior Subordinated Note or other note or agreement evidencing or governing the Subordinated Indebtedness under the 2004 Indenture, (ii) make any amendment or modification to the 2011 Indenture, any 2011 Senior Note or other note or agreement evidencing or governing the Indebtedness under the 2011 Indenture (other than amendments or modification making the same less restrictive for the Loan Parties), (iii) make any amendment or modification to any note or other agreement evidencing or governing any other Subordinated Indebtedness unless permitted pursuant to the applicable intercreditor agreement or subordination provisions related thereto or (iv) directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or any Indebtedness owing under the 2011 Indenture or any 2011 Senior Note; provided that, (A) the Loan Parties may make scheduled payments of interest with respect to Subordinated Indebtedness (other than the ACS Subordinated Indebtedness and the Irish Intercompany Subordinated Indebtedness) to the extent permitted pursuant to the applicable intercreditor agreement or subordination provisions related thereto, (B) the Loan Parties may purchase, redeem or prepay the Indebtedness under the 2011 Senior Notes, if and to the extent that (1) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (2) prior to and after giving effect to any such payment Aggregate Availability equals or exceeds the Base Availability Amount and (3) the Debt Service Coverage Ratio, determined as of the most-recently completed fiscal quarter prior to the date of such payment, for the then most-recently completed four (4) fiscal quarters, determined on a pro forma basis reflecting the making of such payment, is no less than 1.15 to 1.00, (C) the Loan Parties may make scheduled payments of principal and interest in respect of the ACS Subordinated Indebtedness, if and to the extent that no Event of Default has occurred and is continuing or would result after giving effect to such payment, and (D) the Loan Parties may make scheduled payments of (i) interest on a quarterly basis in respect of the Irish Intercompany Subordinated Indebtedness, if and to the extent that no Event of Default has occurred and is continuing or would result after giving effect to such payment and (ii) principal on a quarterly basis (based on a 7-year amortization schedule) in respect of the Irish Intercompany Subordinated Indebtedness, if and to the extent that (x) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (y) prior to and after giving effect to any such payment Aggregate Availability equals or exceeds $35,000,000 and (z) the Debt Service Coverage Ratio, determined as of the most-recently completed fiscal quarter prior to the date of such payment, for the then most-recently completed four (4) fiscal quarters, determined on a pro forma basis reflecting the making of such payment, is greater than 1.50 to 1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) each of the Loan Parties Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) so long as no Event of Default exists, the Lead Borrower Borrowers may repurchase its capital make Restricted Payments, not exceeding $200,000 during any fiscal year of the Company, pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees of the Payment Conditions are then satisfiedBorrowers and their Subsidiaries. (b) The Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Indebtedness; andunder Section 6.01, other than payments in respect of the Subordinated Indebtedness (other than the FFC Subordinated Debt, the Roundball Subordinated Debt and the CAD Subordinated Debt) prohibited by the subordination provisions thereof; (iiiii) with respect to the FFC Subordinated Debt, commencing January 1, 2018, payments of regularly scheduled quarterly payments of principal and interest so long as the FFC Subordinated Payment Conditions are satisfied; (iv) with respect to the Roundball Subordinated Debt, commencing January 1, 2018, payments of regularly scheduled payments of interest so long as the Roundball Subordinated Payment Conditions are satisfied; (v) with respect to the CAD Subordinated Debt, payments of regularly scheduled payments of principal and interest so long as the CAD Subordinated Payment Conditions are satisfied; (vi) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (vii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (i) as long as no Default or Event of Default exists exist or would arise therefrom (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, Permitted Dividends; and (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedsatisfied at the time of the proposed redemption the Parent may redeem its Capital Stock, provided that the Loan Parties shall have provided ten (10) days prior written notice to the Administrative Agent of any proposed redemption after the aggregate redemptions during any twelve month period exceed $500,000. (b) The Loan Parties will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) as long as no Default or Event of Default has occurred and is continuing or would result from such payments or distribution: (A) payment of regularly scheduled interest and principal payments as and when due in respect of any other Indebtedness permitted Indebtednesshereunder; and (iiB) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01. (ii) repayment, redemption or repurchase of Indebtedness evidenced by the Senior Subordinated Notes and Senior Subordinated Note Documents provided that, the Payment Conditions are met; (x) immediately prior to such payment and (y) on a proforma basis determined as if such payment occurred on the first day of the thirteen (13) Fiscal Periods ended on the last day of the most recent Fiscal Period for which the Borrowers were required to deliver financial reports pursuant to Section 5.01(b) hereof; (iii) repayment in full of Permitted Indebtedness, in the aggregate amount not to exceed $5,000,000.00 during any twelve (12) month period , provided that immediately before and after giving effect to such repayment the Payment Conditions are satisfied; (iv) the repayment in full of Permitted Indebtedness, other than Indebtedness evidenced by the Senior Subordinated Notes and Senior Subordinated Note Documents, in the aggregate amount greater than $5,000,000.00 during any twelve (12) month period provided that, (a) the Payment Conditions are satisfied immediately prior to such payment and (b) the Administrative Agent determines in its reasonable discretion that the Payment Conditions shall be met on a pro forma basis for the thirteen (13) Fiscal Periods immediately following the proposed payment based upon projections provided by the Lead Borrower to the Administrative Agent which projections give effect to the proposed payment; (v) payments in connection with the termination of the SERP; and (vi) payments in respect of the Senior Credit Facility Obligations in accordance with the Intercreditor Agreement.

Restricted Payments; Certain Payments of Indebtedness. From and after the Closing, so long as TPG Persons Beneficially Own, in the aggregate, at least 25% of the Original Number of Combined Shares, without the prior written approval of the Investor: (a) The Loan Parties Company will not, and will 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 that (i) the Loan Parties Company may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their common its capital stock, (ii) the Company or any Subsidiary may pay dividends or other distributions with respect to any shares of their capital stock or the Series A Preferred Stock in accordance with the Series A Certificate of Designations, (iii) Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, stock and (iiiiv) the Lead Borrower Company may repurchase its make Restricted Payments, not exceeding $200,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of the Company and the Subsidiaries, including the redemption or purchase of capital stock of the Company held by former directors, management or declare and pay cash dividends employees of the Company or other distributions if the Payment Conditions are then satisfiedany Subsidiary following termination of their employment. (b) The Loan Parties Company will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: except (i) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted Indebtedness; and under the Credit Agreement, (ii) refinancings pursuant to the Restructuring, and (iii) payment of Indebtedness described in clause (i), above, to permitted under the extent permitted by Section 6.01Indenture.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment or incur any obligation, (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (ia) the Loan Parties Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, (iib) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, the Borrower or any Guarantor and (iiic) the Lead Borrower or any Subsidiary may acquire Equity Interests in the Borrower in an amount not to exceed an aggregate amount of $5,000,000 under an annual stock repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedplan. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of the Subordinated Debt prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.018.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties No Borrowing Base Subsidiary will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries that each of the Lead Borrower Borrowing Base Subsidiaries may declare make Restricted Payments, not exceeding $1,000,000.00 during any fiscal year, pursuant to and pay dividends ratably in accordance with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees of the Payment Conditions are then satisfiedBorrowing Base subsidiaries. (b) The Loan Parties No Borrowing Base Subsidiary will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness. Nothing contained in this Section or in this Agreement shall operate to prohibit or limit the REIT or the Borrower from issuing securities including, without limitation, preferred stock and warrants, or from redeeming such securities, including without limitation such actions which are consistent with and pursuant to the REIT’s stock redemption plan.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will 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 Loan Parties Borrower may declare and pay dividends with respect to their capital stock its Capital Stock payable solely in additional shares of their common stockits Capital Stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay cash dividends ratably to the Borrower or any Wholly-Owned Subsidiary with respect to their capital stockits Capital Stock, and (iii) so long as at the Lead time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, the Borrower or any Subsidiary may repurchase its capital stock or declare make Restricted Payments in an aggregate amount not to exceed $1,000,000 for the Borrower and pay cash dividends or other distributions if the Payment Conditions are then satisfiedSubsidiaries during any fiscal year of the Borrower. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: 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 permitted IndebtednessIndebtedness (subject to any subordination provisions thereof); and (iiiii) refinancings prepayment at the consummation of a Permitted Business Acquisition of Indebtedness described assumed in clause connection with such Permitted Business Acquisition; and (i), above, to iv) payment of secured Indebtedness that becomes due as a result of the extent permitted by Section 6.01voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and ▇▇▇▇▇▇-▇▇▇▇▇▇ will 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 Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfied. (b) The Loan Parties will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; andIndebtedness incurred subsequent to the commencement of the Proceedings or for payments required or permitted to be made pursuant to an order of the Bankruptcy Court in the Proceedings for adequate protection payments pursuant to the Bankruptcy Code; (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iii) payments in an amount not to exceed $2,000,000 to fund a reclamation program, the terms of which are subject to the Agent's reasonable consent. (iv) payments of all pre-petition claims (A) authorized by First Day Orders at any time after such First Day Orders are entered by the Bankruptcy Court in the Proceedings, and (B) subject to the entry of appropriate orders of the Bankruptcy Court in the Proceedings and as long as no Default or Event of Default then exists or would arise therefrom, up to an additional $500,000 during the pendency of the Proceedings.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) each of the Loan Parties Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower Borrowers may repurchase its capital stock or declare make Restricted Payments, not exceeding $1,250,000 during any fiscal year of the Company, so long as no Event of Default exists both before and pay cash dividends or other distributions if the Payment Conditions are then satisfiedafter giving effect to any such Restricted Payment. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Indebtedness; andunder Section 6.01, other than payments in respect of the Subordinated Indebtedness (other than the FFC Subordinated Debt and the CAD Subordinated Debt) prohibited by the subordination provisions thereof; (iiiii) with respect to the FFC Subordinated Debt, commencing January 1, 2018, payments of regularly scheduled quarterly payments of principal and interest so long as the FFC Subordinated Payment Conditions are satisfied; (iv) [reserved]; (v) with respect to the CAD Subordinated Debt, payments of regularly scheduled payments of principal and interest so long as the CAD Subordinated Payment Conditions are satisfied; (vi) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (vii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their 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, and (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedEquity Interests. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Indebtedness; andunder Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (v) payments pursuant to and in accordance with employment agreements, stock option and/or other equity compensation plans or other benefit plans for management, employees, directors or independent consultants of the Borrower and its Subsidiaries.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, except as long as no Default or Event of Default exists incur any obligation (contingent or would arise therefrom otherwise) to do so, except: (i) the Loan Parties Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) the Subsidiaries of the Lead Borrower that are wholly-owned by one or more Loan Parties may declare and pay dividends ratably to such Loan Parties with respect to their capital stock, and Equity Interests; (iii) the Lead Borrower Loan Parties may repurchase its capital make Restricted Payments to purchase stock or declare stock options of SMG (or its direct or indirect parent) from present or former officers, directors or employees thereof (or of any Loan Party), or make cash payments in lieu of the issuance of fractional shares in connection with any such stock options issued to any of the foregoing, in an aggregate amount not to exceed $1,000,000 in any fiscal year and pay cash dividends so long as, before and after giving effect to any such payment, (x) no Default or Event of Default has occurred and be continuing and (y) the Loan Parties are in compliance on a pro forma basis with the financial covenants set forth in Section 6.13; and (iv) the Borrowers may make other distributions if Restricted Payments subject to the satisfaction of the Payment Conditions are then satisfiedCondition (as determined by the Administrative Agent in its Permitted Discretion) with respect to each such Restricted Payment. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Indebtedness; andunder Section 6.01 (other than the ABL Debt), other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, to the extent such sale or transfer is permitted by the terms of Section 6.05; (v) payments of deferred purchase price obligations, earn-out obligations or similar contingent obligations arising out of an Acquisition (including payments on the Barnhart Seller Note) as and when the same become due in with the terms thereof, in each case, so long as the Payment Condition shall have been satisfied (as determined by the Administrative Agent in its Permitted Discretion) with respect to each such payment; (vi) (i) payment of regularly scheduled interest (including default interest) and principal payments as and when due in respect of the ABL Debt, and (ii) payment of costs, expenses, fees, indemnity payments and similar payments (but not payments on account of principal or interest) in respect of the ABL Debt; (vii) voluntary and mandatory principal prepayments of the ABL Debt (other than in connection with a permanent reduction (or termination) of the Revolving Commitments (as defined in the ABL Credit Agreement) in accordance with the terms of the ABL Credit Agreement and the Intercreditor Agreement; (viii) voluntary or mandatory principal prepayments of the ABL Debt in connection with a permanent reduction (or termination) of the Revolving Commitments (as defined in the ABL Credit Agreement), so long as, with respect to each such payment, (A) no Default has occurred and is continuing or would result immediately after giving effect to such payment, (B) the Borrowers shall have Revolving Availability calculated on a pro forma basis immediately after giving effect to and at all times during the 45-day period immediately prior to such payment of not less than the greater of (x) 20% of the Revolving Commitment or (y) $5,000,000, (C) the Borrowers shall have a Fixed Charge Coverage Ratio for the trailing twelve months most recently ended for which financial statements have been delivered pursuant hereto, calculated on a pro forma basis after giving effect to such payment, of not less than 1.00 to 1.00, (D) the Borrowers shall have provided written notice thereof to the Administrative Agent not less than five (5) Business Days (or such shorter period as may be approved by the Administrative Agent in its sole discretion) prior to making any such payment, and (E) before making any such payment, the Borrower Representative shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying as to compliance with the items described in the foregoing clauses (A), (B) and (C) of this paragraph and attaching calculations for clauses (B) and (C); provided, that, the Loan Parties may voluntarily prepay such ABL Debt without satisfaction of the Payment Condition (1) in connection with Refinance Indebtedness in respect thereof in accordance with the terms hereof, (2) by converting or exchanging such Indebtedness for Equity Interests (other than Disqualified Stock) or (3) to the extent such payment is made with the net cash proceeds of the issuance of Equity Interests by SMG (other than Disqualified Stock); and (ix) other payments or prepayments of Indebtedness subject to the satisfaction of the Payment Condition (as determined by the Administrative Agent in its Permitted Discretion) with respect to each such payment.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare declare, make or make, or agree to pay or makepay, directly or indirectly, any Restricted Payment except: (i) each of Holdings and each Restricted Subsidiary may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) any Loan Party (other than Holdings) or any Restricted Subsidiary may make dividends or distributions to any direct holder of its Equity Interests; provided that, for so long as WDINESCO II B.V. owns the Equity Interests of any Loan Party, to the extent that any Loan Party makes a dividend or distribution to WDINESCO II B.V., WDINESCO II B.V. shall promptly apply such amount to (x) directly or indirectly make a dividend or distribution to a U.S. Loan Party or a Canadian Loan Party, (y) repay amounts outstanding in respect of intercompany Indebtedness owing to a U.S. Loan Party or a Canadian Loan Party, or (z) make an Investment in a U.S. Loan Party or a Canadian Loan Party; (iii) Holdings and each Restricted Subsidiary may declare, make or pay any Restricted Payment so long as, in each case, such Restricted Payment is made in accordance with applicable law and the conditions set forth in clauses (a), (b) and (d) of the definition of Payment Conditions are satisfied with respect to such Restricted Payment; (iv) Holdings may declare and pay dividends (in addition to those made in reliance upon any other clause of this Section 6.08(a)) to the holders of Equity Interests in Holdings in an aggregate amount not to exceed $80,000,000115,000,000 per fiscal year, except so long as no Event of Default has occurred and is continuing or would result after giving effect to the declaration and payment of such dividends; (v) each Loan Party may grant Equity Interests in the ordinary course of business to employees, directors and contractors and make any payments related to such Equity Interests in the ordinary course of business; (vi) Holdings may declare and pay dividends on the Preferred Equity in an amount per fiscal year not to exceed the sum of (x) $73,000,000 plus (y) any amount under clause (x) not used in any prior fiscal year, so long as no Event of Default under Section (a), (b), (i), (j) or (k) of Article VII exists; (vii) in connection with the Transactions; and (viii) Holdings may repurchase, redeem, retire or otherwise acquire for value its Equity Interests (in addition to the capacity provided for in reliance upon any other clause of this Section 6.08(a)) in an aggregate amount not to exceed $75,000,000125,000,000 per fiscal year, so long as no Event of Default has occurred and is continuing or would result after giving effect to such repurchase, redemption, retirement or other acquisition for value.; and (ix) so long as no Default or Event of Default exists has occurred and is continuing or would arise therefrom (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stockresult after giving effect thereto, (iiA) Holdings may repurchase, redeem, retire or otherwise acquire for value the Subsidiaries Preferred Equity in an aggregate amount not to exceed the amount of Excess Note Proceeds and (B) within twelve months of the Lead Borrower consummation of the WIS Disposition Transactions, Holdings may declare and pay dividends ratably with respect repurchase, redeem, retire or otherwise acquire for value its Equity Interests in an aggregate amount not to their capital stockexceed $150,000,000 (in each case, and (iii) in addition to the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or capacity provided for in reliance upon any other distributions if the Payment Conditions are then satisfiedclause of this Section 6.08(a)). (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary (other than (i) Unrestricted Subsidiaries or (ii) Excluded Subsidiaries which are not Loan Parties) to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 (including any mandatory prepayment) as and when due in respect of any permitted Indebtedness; and, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) payment of Indebtedness owed by a Loan Party or Restricted Subsidiary of a Loan Party to any other Loan Party or Subsidiary of a Loan Party, provided that (A) such Indebtedness is permitted by Section 6.01 and (B) no Loan Party shall be permitted to make any payment in respect of any Indebtedness to any Subsidiary which is not a Loan Party if (x) an Event of Default has occurred and is continuing or would result therefrom or (y) such payment would be prohibited by the subordination provisions of such Indebtedness; (vi) payment of Indebtedness of a Loan Party or Restricted Subsidiary (other than those made in reliance on any other paragraph of this Section 6.08), so long as at the time of and after giving effect to such payment, either, the conditions set forth in clauses (a), (b) and (d) of the definition of Payment Conditions are satisfied with respect to such payment or, such payment is of, or with respect to, the 2025 Senior Notes; (vii) payments and prepayments of Indebtedness (other than those made in reliance on any other paragraph of this Section 6.08) in an aggregate amount not to exceed the greater of $50,000,000 and 5% of EBITDA per fiscal year, so long as no Event of Default has occurred and is continuing or would result after giving effect to any such payment or prepayment; (viii) payments and prepayments of Indebtedness made with the proceeds of the issuance of Equity Interests by Holdings or any of its subsidiaries (to the extent such proceeds are contributed to the Borrower or any Restricted Subsidiary) within nine months of the receipt of such proceeds; and (ix) in connection with the Transactions. For greater certainty, the Borrowers may elect from time to time to consider payments in respective of Indebtedness as falling within one or more of the categories above and may divide such payments among two or more categories. The restrictions set forth in any subpart of this Section by way of description of any such payments shall not be deemed to require that any payments meeting such description be placed in such subpart for purposes of determining compliance with this Section.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the each Loan Parties Party may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, (ii) the wholly-owned Subsidiaries of the Lead Borrower may declare and pay dividends to Loan Parties (other than Holdings) ratably with respect to their capital stock, Equity Interests and (iii) so long as no Event of Default has occurred and is continuing, or would result after giving effect to such payment, and such dividend is permitted under the Lead Borrower New Indenture, (A) the Company may repurchase its capital stock or declare and pay cash dividends to Holdings in an aggregate amount not to exceed $750,000 in any fiscal year and (B) the Company may declare and pay additional dividends to Holdings as long as (x) prior to and after giving effect to such dividend or other distributions if distribution, Aggregate Availability equals or exceeds the Payment Conditions are 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 satisfiedmost-recently completed four fiscal quarters, determined on a pro forma basis reflecting the payment of such dividend or distribution, is not less than 1.15 to 1.00. (b) The No Loan Parties Party will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of the Subordinated Indebtedness, which are governed by Section 6.08(c); (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) payment of intercompany Indebtedness permitted by Section 6.01(c); and (vi) the Loan Parties may purchase, redeem or prepay Indebtedness (other than the Subordinated Indebtedness which is governed by Section 6.08 (c)), if and to the extent that (1) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (2) prior to and after giving effect to any such payment Aggregate Availability equals or exceeds the Base Availability Amount and (3) the Debt Service Coverage Ratio, determined as of the most-recently completed fiscal quarter prior to the date of such payment, for the then most-recently completed four (4) fiscal quarters, determined on a pro forma basis reflecting the making of such payment, is no less than 1.15 to 1.00. (c) No Loan Party shall (i) make any amendment or modification to the Existing Indenture, any Existing Senior Subordinated Note or other note or agreement evidencing or governing the Subordinated Indebtedness under the Existing Indenture, (ii) make any amendment or modification to the New Indenture, any New Senior Note or other note or agreement evidencing or governing the Indebtedness under the New Indenture (other than amendments or modification making the same less restrictive for the Loan Parties), (iii) make any amendment or modification to any note or other agreement evidencing or governing any other Subordinated Indebtedness unless permitted pursuant to the applicable intercreditor agreement or subordination provisions related thereto or (iv) directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or any Indebtedness owing under the New Indenture or any New Senior Note; provided that, (A) the Loan Parties may make scheduled payments of interest with respect to Subordinated Indebtedness (other than the ACVS Subordinated Indebtedness) to the extent permitted pursuant to the applicable intercreditor agreement or subordination provisions related thereto, (B) the Loan Parties may purchase, redeem or prepay the Indebtedness under the New Senior Notes, if and to the extent that (1) no Event of Default has occurred and is continuing or would result after giving effect to such payment, (2) prior to and after giving effect to any such payment Aggregate Availability equals or exceeds the Base Availability Amount and (3) the Debt Service Coverage Ratio, determined as of the most-recently completed fiscal quarter prior to the date of such payment, for the then most-recently completed four (4) fiscal quarters, determined on a pro forma basis reflecting the making of such payment, is no less than 1.15 to 1.00 and (C) the Loan Parties may make scheduled payments of principal and interest in respect of the ACS Subordinated Indebtedness, if and to the extent that no Event of Default has occurred and is continuing or would result after giving effect to such payment.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties MTS will not, and nor will not it permit the Parent or any Subsidiary of its Subsidiaries 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 Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, (ii) MTS may make non-cash Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of MTS and the Subsidiaries, (iii) the Lead Borrower MTS or any Subsidiary may repurchase its capital stock or declare and pay cash dividends or other distributions if payable solely in shares of its own common stock and (iv) MTS may make Restricted Payments in amounts necessary to pay annual insurance premiums on the Payment Conditions are then satisfiedUS$100,000,000 life insurance policy owned by the Parent on the lives of Russ▇▇▇ ▇▇▇ Dori▇ ▇▇▇▇▇▇▇. (b) The Loan Parties MTS will not, and nor will not it permit the Parent or any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the payment, purchase, redemption, retirement, acquisition, cancellation cancelation 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 permitted Indebtedness; and, other than payments in respect of the Senior Subordinated Debt prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and nor will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iiiii) Subsidiaries may make payment in respect of preferred Equity Interest issued under the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedpermissions of Section 6.01(b) when such payments become due. (b) The Loan Parties Borrower will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of the Subordinated Debt prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) Subsidiaries may make payment in respect of preferred Equity Interest issued under the permissions of Section 6.01(b) when such payments become due; and (vi) prepayment in full of the Indebtedness evidenced by the Senior Notes and the redemption or repurchase (and cancellation) in full of the Indebtedness evidenced by the May & Speh, Notes. (c) Neither the Borr▇▇▇▇ nor any Subsidiary shall enter into or be party to, or make any payment under, any Synthetic Purchase Agreement unless (i) in the case of any Synthetic Purchase Agreement related to any Equity Interest, (A) the payments required to be made thereunder are limited to the $1,000,000 and (B) the obligations of the Borrower and the Subsidiaries thereunder are subordinated to the Indebtedness and other obligations arising hereunder and under the other Loan Documents on terms satisfactory to the Required Lenders and (ii) in the case of any Synthetic Purchase Agreement related to any subordinated Indebtedness, (A) the payments required to be made thereunder are limited to the amount permitted under Section 6.08(b) of this Agreement and (B) the obligations of the Borrower and the Subsidiaries thereunder are subordinated to the Indebtedness and other obligations arising hereunder and under the other Loan Documents to at least the same extent as the subordinated Indebtedness to which such Synthetic Purchase Agreement relates. The Borrower shall promptly deliver to the Agent a copy of any Synthetic Purchase Agreement to which it becomes party.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties any Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower Borrowers may repurchase its capital make Restricted Payments, not exceeding $50,000 in the aggregate during any Fiscal Year, pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees of the Borrowers and their Subsidiaries (provided that the Company is permitted to issue options, warrants, or other rights to employees and directors of the Borrowers which permit the acquisition of shares of the Company’s Equity Interests, provided such options, warrants, or other rights are not Disqualified Equity Interests and would not cause a breach of this Section 6.08), and (iv) Borrowers may make other Restricted Payments subject to the satisfaction of the Payment Conditions are then satisfiedCondition as provided in the Financial Covenants Schedule. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: 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 Indebtedness; and under Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof, (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01, and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, except as long as no Default or Event of Default exists incur any obligation (contingent or would arise therefrom otherwise) to do so, except: (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, make Permitted Tax Distributions; (ii) without duplication of Section 6.08(a)(i), the Subsidiaries of the Lead Borrower may declare make distributions to the Corporation, in an amount equal to the amount of TRA Payments required to be made by the Corporation, as and pay dividends ratably with respect when such TRA Payments are required to their capital stock, and be made pursuant to the TRA; (iii) so long as no Event of Default exists or would result therefrom any Loan Party may make any Restricted Payment, if at the Lead time of making and immediately after giving effect to such Restricted Payment, (x) the Loan Parties are in pro forma compliance with the Financial Covenant contained in Section 6.13(b) and (y) the Total Net Rent Adjusted Leverage Ratio, calculated on a pro forma basis, would not exceed an amount that is 0.50 to 1.00 less than the Total Net Rent Adjusted Leverage Ratio that is required to be maintained under Section 6.13(a) at such time, in each case, the amounts being calculated on a pro forma basis for the Test Period most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Sections 5.01(a) or (b); (iv) the Borrower may make distributions, directly or indirectly, to its parent entity, which is promptly used by its parent entity to redeem from current or former officers, directors and employees (or their current or former spouses, heirs, estates, estate planning vehicles and family members) (or to pay amounts owing under promissory notes issued in connection with the prior redemption from any such person), Equity Interests (including to repurchase its capital stock fractional shares); provided all of the following conditions are satisfied: (A) the aggregate Restricted Payments permitted (x) in any fiscal year of the Borrower by any Loan Party shall not exceed $250,000 per fiscal year (with unused amounts in any fiscal year carried forward and available in the succeeding fiscal years) and (y) during the term of this Agreement shall not exceed $1,000,000; and (B) the Loan Parties are in pro forma compliance with the Financial Covenants contained in Section 6.13; (v) so long as no Event of Default has occurred and is continuing, or declare and pay cash dividends or other distributions if would result from any such payment, any Restricted Payments by Loan Parties which in the Payment Conditions are then satisfiedaggregate do not exceed $500,000 per fiscal year; and (vi) the Effective Date IPO Transactions. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any IndebtednessIndebtedness (including Earn-outs), 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 Indebtedness; andunder Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and (v) payments in connection with any Earn-outs, subject to pro forma compliance with the Financial Covenants contained in Section 6.13.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, or will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment other than (i) Permitted Dividends, except as and (ii) so long as (x) no Default or Event of Default exists or would arise therefrom (i) the Loan Parties may declare has occurred and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockis continuing, and (iiiy) there is at least $30,000,000 of unused borrowing capacity under the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if First Lien Credit Agreement based on the Payment Conditions are then satisfiedthen-existing Borrowing Base (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement immediately after giving effect to any such repurchase, repurchases of the Borrower’s Capital Stock in an amount not to exceed $30,000,000. (b) The No Loan Parties Party will, or will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or regularly scheduled interest on any Subordinated 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 cancellation, defeasance or termination of any Subordinated Indebtedness, except: except (i) payment conversions of regularly scheduled interest such Subordinated Indebtedness to Qualified Equity Interests and principal payments as and when due in respect of any permitted Indebtedness; and (ii) refinancings so long as no Default or Event of Indebtedness described in clause Default has occurred and is continuing and such payment is permitted to be made under the terms of the First Lien Credit Agreement (ias such terms may be amended, modified or waived by the First Lien Lenders), aboverepayments of principal amounts outstanding, to and payments of interest, under the extent permitted by Section 6.01▇▇▇ ▇▇▇▇▇▇▇ Existing Notes.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will 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 Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of or warrants to purchase their common stock, (ii) the Subsidiaries of the Lead Borrower Loan Parties may declare and pay dividends ratably with respect to splits, reverse splits or reclassifications of their capital stock into additional or other shares of their common stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or otherwise transfer funds to the Parent for operating expenses incurred in the normal course of business by the Parent or paid by the Parent on behalf of the Borrower (including all payroll and benefits costs for all Subsidiaries of the Parent, telephone, travel, rent and other distributions if occupancy costs, professional expenses, including consulting, audit, accounting and legal expenses, corporate insurance expenses, data processing costs and other operating expenses), and (iv ) the Payment Conditions are then satisfied.Parent may pay cash dividends in an amount not to 118 (b) The Loan Parties will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of of, interest on, or interest on fees or other charges with respect to any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any IndebtednessIndebtedness (other than the Obligations), except: except as long as no Event of Default has occurred and is continuing or would result from such payments: (i) payment of regularly scheduled interest interest, fees, and charges and principal payments as and when due in respect of any other Indebtedness permitted Indebtednesshereunder; and and (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01. (c) Notwithstanding any of the restrictions or limitations described in Sections 6.06(a) or 6.06(b ), but subject to Section 6.06(d ), the Parent and its Subsidiaries may repurchase its respective capital stock and equity interests and/or declare and pay cash dividends to its shareholders and members solely with the proceeds received and tax benefits realized by the Parent or such Subsidiary resulting from or related to the exercise of stock options granted pursuant to stock option plans adopted by the Parent or such Subsidiary, which options are exercised in accordance with the terms and conditions described in such plans. (d) Notwithstanding anything to the contrary contained herein, (i) in the event of a Restricted Payment in respect of Material Intellectual Property (or the equity interests of any Subsidiary that owns Material Intellectual Property), such Restricted Payment shall not be permitted unless the recipient thereof agrees in writing to be bound by a non-exclusive royalty- free worldwide license of such Material Intellectual Property in favor of the Collateral Agent for use in connection with the exercise of the rights and remedies of the Credit Parties, which license shall be in form and substance reasonably satisfactory to the Collateral Agent, and (ii) no Loan Party or any Subsidiary shall make any Restricted Payment in respect of Material Intellectual Property (or the equity interests of any Subsidiary that owns Material Intellectual Property) (in each case, whether as a disposition permitted under Section 6.05, a Permitted Investment, a Permitted Encumbrance or otherwise) without the consent of the Agents and the Required Lenders.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment or incur any obligation, (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (ia) the Loan Parties Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, stock and (iib) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedany Guarantor. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of the Subordinated Debt prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.018.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will not permit any Subsidiary of any Loan Party 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 except: (i) the any Loan Party may declare and pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock; (ii) any Subsidiary of any Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect its Capital Stock to their capital stock, and any Loan Party; and (iii) so long as no Default or Event of Default shave have occurred and be continuing, Parent may redeem or repurchase shares of its Capital Stock (or outstanding options to acquire its Capital Stock) held by any of its stockholders upon the Lead Borrower may repurchase its capital stock death, disability or declare termination of employment of any such stockholder, provided that the aggregate of all such redemptions and pay cash dividends or other distributions if repurchases under this clause (iii) shall not exceed $125,000 in the Payment Conditions are then satisfiedaggregate after the Closing Date. (b) The Loan Parties will not, and will not permit any Subsidiary of any Loan Party to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar fund, deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Subordinated Indebtedness, except: (i) payment other than payments of regularly scheduled principal and interest and principal payments as and when due in respect of any Indebtedness permitted Indebtedness; and (iiunder Section 8.01(d) refinancings of Indebtedness described in clause (i), above, to the extent such payments are permitted by Section 6.0110.21.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Company will not, and nor will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Company may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower Company may repurchase its capital make Restricted Payments not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees of the Payment Conditions are then satisfiedCompany and its Subsidiaries and (iv) the Company may make Restricted Payments not exceeding $50,000,000 pursuant to and in accordance with plans approved by the Board of Directors of the Company to repurchase outstanding Equity Interests of the Company or any Subsidiary. (b) The Loan Parties Company will not, and nor will not it permit any Subsidiary of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any Indebtedness, except: (i) payment of Indebtedness created under this Agreement; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; and; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) payment of Indebtedness of any Person acquired by the Company or any Subsidiary that exists on the date of such acquisition; provided that such Person becomes a Subsidiary as a result of such acquisition; and (vi) mandatory payments by a Receivables Subsidiary on Third Party Securities.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment or incur any obligation, (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, stock and (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockthe Borrower or any Guarantor, and (iii) the Lead Borrower any Subsidiary of CoolCast may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedpayable to CoolCast. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.018.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, provided that such sale or transfer is otherwise permitted by this Agreement; (v) payment or prepayment of Capital Lease Obligations, so long as no Default is existing or would result therefrom; and (vi) payment when due of obligations under Hedging Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, stock and (iii) the Lead Borrower may repurchase its capital make Restricted Payments, not exceeding $l,000,000 during any fiscal year, pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees of the Payment Conditions are then satisfiedBorrower and the Subsidiaries. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any Indebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest (including any additional interest arising pursuant to any registration rights agreement related thereto) and principal payments as and when due in respect of any permitted Indebtedness; andIndebtedness other than payments in respect of the Subordinated Debt prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness (including the purchase of any asset subject to a capital lease obligation pursuant to a purchase option) permitted by this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Company will not, and nor will not 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 as long as (i) the Company may make any Restricted Payment provided that (A) the aggregate amount such Restricted Payment(s) plus the aggregate amount of Investments made pursuant to Section 6.04(h) shall not exceed $150,000,000 in the aggregate and (B) immediately before and after giving effect to any such Restricted Payment (1) each of the Loan Parties is Solvent, (2) Borrowing Base Availability on the date of any such dividend and projected on a pro forma basis for the following twelve months shall be in an amount greater than twenty percent (20%) of the Borrowing Base and (3) no Default or Event of Default exists or would arise therefrom has occurred and is continuing; (iii) the Loan Parties Company may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, stock and (iiiii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfied. (b) The Loan Parties Company will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or ), other than regularly scheduled payments as and when due, in respect of principal of or interest on any Indebtednessof, 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 Indebtednessof, except: (i) any Indebtedness of the Company or any Subsidiary that is scheduled to mature after the Maturity Date, (ii) any other Indebtedness of the Company or any Subsidiary provided that (x) the Company may make payments and distributions in respect of the Company's 9.125% Senior Notes due December 15, 2011, provided that immediately before and after giving effect to any such distribution or payment (A) each of regularly scheduled interest the Loan Parties is Solvent, (B) Borrowing Base Availability on the date of such distribution or payment shall be in an amount greater than twenty percent (20%) of the Borrowing Base, and principal (C) no Default or Event of Default has occurred and is continuing and (y) the Company or any Subsidiary may make payments as and when due distributions in respect of any permitted Indebtedness; and (ii) refinancings other Indebtedness of Indebtedness the Company or any Subsidiary not described in clause the foregoing clauses (i)) and (ii)(x) provided that immediately before and after giving effect to any such distribution or payment (A) each of the Loan Parties is Solvent, above(B) Borrowing Base Availability on the date of such distribution or payment and projected on a pro forma basis for the following twelve months shall be in an amount greater than twenty percent (20%) of the Borrowing Base, to the extent permitted by Section 6.01and (C) no Default or Event of Default has occurred and is continuing.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties GIC may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) GIC 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 time 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), (b), (h) or (i) of Article VII exist at the time of such payment; provided that any such payment shall be made no later than fifteen (15) Business Days after the declaration thereof and after giving effect thereto Borrowing Base Availability will not be less than the greater of (I) 20% of the then applicable aggregate Commitment or (II) $15,000,00020,000,000 on a pro forma basis for the thirty (30) day period pre and post such date of payment, (iii) Subsidiaries of the Lead Borrower GIC may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iiiiv) the Lead Borrower Borrowers may repurchase its capital make Restricted Payments pursuant to and in accordance with stock or declare and pay cash dividends compensation plans or other distributions if the Payment Conditions are then satisfiedbenefit plans for management or employees of GIC and its Consolidated Subsidiaries. (b) The Loan Parties will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; and (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary of its Subsidiaries 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 incur any obligation (contingent or would arise therefrom otherwise) to do so, except: (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower Borrowers may declare and pay dividends ratably with respect to their capital stockEquity Interests; and (ii) GMI and GSMS may make Restricted Payments to Parent and TAC may make Restricted Payments to Core Metals Group LLC, in each case, that, when aggregated with all Restricted Payments made on or after the Effective Date pursuant to this Section 6.08(a)(ii), do not exceed an amount equal to 100% of cumulative after-tax Combined Net Income for the period from July 1, 2010 through the end of the most recent Fiscal Quarter or Fiscal Year for which the Borrowers have delivered the financial statements required pursuant to Section 5.01(a) or (b); provided, that (A) at the time of and after giving effect to any such Restricted Payment there shall exist no Default or Event of Default, (B) both before and after giving effect to any such Restricted Payment, the Borrowers are in compliance with the covenants set forth in Section 6.13 on a pro forma basis, (C) at the time of and after giving effect to any such Restricted Payment, Availability is greater than $10,000,000 and (iiiD) five Business Days prior to any such Restricted Payment, the Lead Borrowers shall deliver to the Administrative Agent a certificate of a Financial Officer of each Borrower may repurchase its capital stock or declare in form and pay cash dividends or other distributions if substance satisfactory to the Payment Conditions are then satisfiedAdministrative Agent certifying that the requirements of this Section 6.08(a)(ii) have been met with respect to such Restricted Payment. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; andIndebtedness other than payments in respect of any Subordinated Indebtedness to the extent prohibited by the subordination provisions applicable thereto; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, or will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment other than Permitted Dividends, except as long as no Default or Event of Default exists or would arise therefrom (i) without the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries prior consent of the Lead Borrower may declare Administrative Agent and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedRequired Lenders. (b) The No Loan Parties Party will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 as long as no Event of regularly scheduled Default then exists or would arise therefrom, mandatory payments and prepayments of interest and principal payments as and when due in respect of any Permitted Indebtedness, excluding any Subordinated Indebtedness, and excluding the SOF Investments Loan; (ii) mandatory payments of regularly scheduled principal, interest and fees as and when due in respect of the SOF Investments Loan; (iii) payments on account of Subordinated Indebtedness to the extent permitted under any subordination agreement or provisions governing such Indebtedness, provided that interest payments may only be made if no Event of Default is then occurring, and principal payments may only be made if the Payment Conditions are satisfied; and (iiiv) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01under this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Company will not, and nor will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Company may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, make Restricted Payments at any time that no Default has occurred and is continuing or would result therefrom and (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfied. (b) The Loan Parties Company will not, and nor will not it permit any Subsidiary of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest Indebtedness created under this Agreement; (ii) payments, prepayments and principal payments refinancings of Indebtedness that is permitted by Section 6.01; (iii) payment of secured Indebtedness that becomes due as and when due in respect a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (iv) payment of Indebtedness of any permitted IndebtednessPerson acquired by the Company or any Subsidiary that exists on the date of such acquisition; provided that such Person becomes a Subsidiary as a result of such acquisition; and (iiv) refinancings of Indebtedness described in clause (i), above, to the extent permitted mandatory payments by Section 6.01a Receivables Subsidiary on Third Party Securities.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital stock its Equity Interest payable solely in additional shares units of their common stockits Equity Interests, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower may repurchase its capital stock make any other Restricted Payments so long as (A) no Event of Default has then occurred and is continuing or declare would arise after giving effect thereto and pay cash dividends or other distributions if (B) at the Payment Conditions are then satisfiedtime thereof and after giving pro forma effect thereto, the Leverage Ratio (as calculated pursuant to Section 6.12(b)) is, and would be, less than 2.25 to 1.0. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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) any payment in respect of Affiliated Subordinated Debt to the extent such payment is made from funds permitted to be paid as a Restricted Payment pursuant to Section 6.07(a)(iii) and otherwise in conformity with the terms of subordination applicable thereto; (iii) any payment in respect of Unaffiliated Subordinated Indebtedness made in accordance with the Unaffiliated Subordinated Indebtedness Documents and Section 6.10; (iv) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; and, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiv) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (vi) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) each of the Loan Parties Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) so long as no Event of Default exists, the Lead Borrower Borrowers may repurchase its capital make Restricted Payments, not exceeding $200,000 during any fiscal year of the Company, pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees of the Payment Conditions are then satisfiedBorrowers and their Subsidiaries. (b) The Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Indebtedness; andunder Section 6.01, other than payments in respect of the Subordinated Indebtedness (other than the FFC Subordinated Debt and the Roundball Subordinated Debt) prohibited by the subordination provisions thereof; (iiiii) with respect to the FFC Subordinated Debt, commencing January 1, 2018, payments of regularly scheduled quarterly payments of principal and interest so long as the FFC Subordinated Payment Conditions are satisfied; (iv) with respect to the Roundball Subordinated Debt, commencing January 1, 2018, payments of regularly scheduled payments of interest so long as the Roundball Subordinated Payment Conditions are satisfied (v) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (vi) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not 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 the Borrower may (i) pay management fees pursuant to the Management Agreement as long as no Default or Event of Default exists has occurred and is continuing or would arise therefrom (i) the Loan Parties may declare result after giving effect to such payment and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) so long as there exists no Event of Default pursuant to clause (a) or (b) of Article VII, make distributions to its partners in an aggregate amount not greater than the Subsidiaries amount necessary for its partners to pay their actual local and federal income tax liabilities in respect of income earned by the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedBorrower. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than Indebtedness under the Integrated Note and other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) so long as no Event of Default has occurred and is continuing or would result after giving effect to such payment, payments of principal and interest under the Integrated Note; and (vi) payment of the amounts contemplated by Section 1.4 of the Account Settlement Agreement in accordance with the terms thereof.

Restricted Payments; Certain Payments of Indebtedness. of the Credit Agreement is hereby amended and restated in its entirety to read as follows: (a) The No Loan Parties Party will, or will not, and will not permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment other than Permitted Dividends and Permitted Dispositions, except as long as no Default or Event of Default exists or would arise therefrom (i) without the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries prior consent of the Lead Administrative Agent and the Required Lenders; provided that the Borrower may declare and shall be permitted to pay dividends ratably with respect up to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedan aggregate amount of $2,000,000 for general corporate purposes on behalf of Endeavor. (b) The No Loan Parties Party will, or will not, and will not permit any Subsidiary to, to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 mandatory payments and prepayments of regularly scheduled interest and principal payments as and when due in respect of any Permitted Indebtedness; (ii) payments on account of Indebtedness outstanding as of the Closing Date and as set forth on Schedule 6.01; (iii) payments on account of Subordinated Indebtedness to the extent permitted Indebtednessunder any subordination agreement or provisions governing such Indebtedness and including any payments to be made pursuant to the Merger Agreement (as set forth on Schedule 5.25(c) thereof) in an amount not to exceed $5,000,000; and (iiiv) refinancings of Indebtedness described in clause (i), above, to the extent permitted under this Agreement.” (ii) Section 6.08 (Transactions with Affiliates) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: “No Loan Party will, or will permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) (i) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to such Loan Party than could be obtained on an arm’s-length basis from unrelated third parties and (ii) contributions of capital by an Affiliate to a Loan Party, (b) transactions between or among the Loan Parties not involving any other Affiliate, (c) sales of inventory by the Loan Parties to any Subsidiaries at the cost of such property plus an agreed upon markup and extensions of credit in connection with such transfers, (d) any Loan Party’s transfer of inventory to The American Apparel Group of Canada, a company which owns stores in Canada and that is AMENDMENT NO. 4 AND WAIVER TO CREDIT AGREEMENT OF AMERICAN APPAREL, INC. owned by Endeavor (or prior to the consummation of the SPAC Transactions, family members of ▇▇▇ ▇▇▇▇▇▇▇), for a sales price not less than the Loan Party’s cost of such property; provided that such transactions provided for under this clause (d) are in the ordinary course of business and consistent with past practice and that such transactions do not include inventory having a selling price in excess of $15,000,000 per Fiscal Year, (e) Permitted Dividends, (f) Permitted Investments (provided that such Permitted Investments described in clauses (a) through (e) and in clause (g) of the definition of Permitted Investments shall be made on an arm’s-length basis), (g) Permitted Dispositions, (h) transactions in respect of the ▇▇▇▇ ▇▇▇▇▇▇ Facility, (i) the transfers and transactions expressly set forth in the Lim Option Agreement or the Merger Agreement and (j) any payments made on behalf of Endeavor permitted pursuant to Section 6.016.07(a).”

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will 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 Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of or warrants to purchase their common stock, (ii) the Subsidiaries splits or reclassifications of the Lead Borrower may declare and pay dividends ratably with respect to their capital its stock into additional or other shares of its common stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions only if the Payment Conditions are then satisfied, (x) the Parent may repurchase its capital stock and/or declare and pay cash dividends to its shareholders, and (y) the Subsidiaries of the Parent may declare and pay cash dividends to the Parent or to any other Loan Party which is its stockholder. (b) The Loan Parties will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) as long as the Payment Conditions are satisfied, the repayment, redemption, or repurchase of Indebtedness evidenced by the Convertible Indenture or of Subordinated Indebtedness; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any other Indebtedness permitted Indebtednesshereunder; and (iiiii) refinancings of Indebtedness described in clause (iii), above, to the extent permitted by Section 6.01.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital Equity Interests, (ii) the Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and (iii) the Lead Borrower may repurchase its capital stock make other Restricted Payments so long as no Default or declare and pay cash dividends Event of Default shall exist immediately before or other distributions if the Payment Conditions are then satisfiedimmediately after giving effect thereto on a Pro Forma Basis. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest Indebtedness created this Credit Agreement and principal payments as and when due in respect of any permitted Indebtedness; andthe Loan Documents; (ii) refinancings scheduled payments of principal or interest with respect to Indebtedness described in clause (i), above, to the extent permitted by Section 6.017.01; (iii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (iv) prepayments in respect of Capital Lease Obligations in the ordinary course of business; and (v) the voluntary repurchase or redemption of the Senior Notes (together with accrued interest, fees, premiums and expenses incurred in connection therewith).

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Parent Borrower will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital Equity Interests, (ii) the Parent Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and (iii) the Lead Parent Borrower may repurchase its capital stock make Restricted Payments, not exceeding $6,000,000 during any fiscal year, provided that the total of all Restricted Payments made since July 1, 2005 may not exceed 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from July 1, 2005 to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit) and (iv) at any time on or after the Effective Date, the Parent Borrower may declare and pay cash dividends or other distributions if in an aggregate amount not to exceed the Payment Conditions are then satisfiedCumulative Net Income Amount at the time of such payment. (b) The Loan Parties Parent Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; andIndebtedness created under the Loan Documents; (ii) refinancings scheduled payments of principal or interest with respect to Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The None of the Loan Parties will not, and will not permit any Subsidiary to, their Subsidiaries shall 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 long as no Default or Event of Default exists or would arise therefrom that (i) the Loan Parties Company may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their common stockEquity Interests permitted hereunder, (ii) the Subsidiaries any wholly-owned Subsidiary of the Lead Borrower a Loan Party may declare and pay dividends ratably or make distributions with respect to their its capital stock, partnership or membership interests or other similar Equity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests (or, if not ratably, on a basis more favorable to the Loan Parties and their Subsidiaries); provided that dividends paid by the other Borrowers to the Company may only be paid at such times and in such amounts as shall be necessary to permit the Company (A) to make Restricted Payments permitted to be made by it under this paragraph, (B) to make any Investment or acquisition permitted to be made by it under Section 6.04 or (C) to discharge its other permitted liabilities as and when due, (iii) [reserved], (iv) [reserved], (v) [reserved], and (vi) the Lead Borrower Company and any Subsidiary thereof may repurchase its capital stock make Restricted Payments to pay Indebtedness permitted under Section 6.01(a)(x), provided that, at the time each such Restricted Payment is made, no Default shall have occurred and be continuing or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedwould result therefrom. (b) The None of the Loan Parties and their Subsidiaries will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation defeasance, cancelation or termination of any Indebtedness, except: (i) payment payments of regularly scheduled interest and principal payments as and when due or in respect of any permitted Indebtedness; andIndebtedness created under the Loan Documents; (ii) refinancings of Indebtedness described in clause (i), above, to permitted under Section 6.01 with the extent proceeds of other Indebtedness permitted by under Section 6.01; and (iii) payments of or in respect of Indebtedness made solely with Equity Interests of the Company (other than Disqualified Equity Interests).

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital stock its Equity Interest payable solely in additional shares units of their common stockits Equity Interests, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower may repurchase its capital stock make any other Restricted Payments so long as (A) no Event of Default has then occurred and is continuing or declare would arise after giving effect thereto and pay cash dividends (B) at the time thereof and after giving pro forma effect thereto, the Leverage Ratio (as calculated pursuant to Section 6.12(b)) is, and would be, less than 2.25 to 1.0. For the avoidance of doubt, this Section 6.07 shall not limit any issuances of securities or other distributions if payments with respect to any Equity Interests in connection with employment agreements, stock options and stock ownership plans entered into by employees, officers and directors of the Payment Conditions are then satisfiedBorrower or its Subsidiaries and as otherwise permitted under this Agreement. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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) any payment in respect of Affiliated Subordinated Debt to the extent such payment is made from funds permitted to be paid as a Restricted Payment pursuant to Section 6.07(a)(iii) and otherwise in conformity with the terms of subordination applicable thereto; (iii) any payment in respect of Unaffiliated Subordinated Indebtedness made in accordance with the Unaffiliated Subordinated Indebtedness Documents and Section 6.10; (iv) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; and, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiv) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (vi) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfied. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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) so long as no Event of Default has occurred and is continuing or will exist immediately thereafter, payment of (x) regularly scheduled principal and interest and principal payments as and when due in respect of any Indebtedness permitted Indebtednessby clauses (iv) and (v) of Section 6.02(a), and (y) regularly scheduled interest payments in respect of the Subordinated Notes not prohibited by the Intercreditor Agreement; provided that any interest on the Subordinated Notes accruing at a rate in excess of 13.00% per annum must be paid in kind through the issuance of additional Subordinated Notes; (iii) so long as no Event of Default has occurred and is continuing or will exist immediately thereafter, refinancings of Indebtedness permitted by clauses (iv) and (v) of Section 6.02(a) to the extent that the incurrence of such refinancing Indebtedness is permitted by either clause (iv) or (v) of Section 6.02(a); and (iiiv) refinancings so long as no Event of Default has occurred and is continuing or will exist immediately thereafter, payment to a Loan Party of intercompany Indebtedness described in permitted by clause (ivi) of Section 6.02(a), above, to the extent permitted by Section 6.01.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and nor will not it permit any Restricted 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 Loan Parties Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their common stockCommon Stock or warrants to purchase its Common Stock, (ii) the Restricted Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock; provided that no -------- distribution referred to in this clause (ii) shall be permitted to be made by any Special Purpose Subsidiary if any Default or Event of Default shall have occurred and be continuing or would result therefrom, and (iii) the Lead Borrower may repurchase make Restricted Payments, not exceeding $1,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its capital stock or declare Subsidiaries and (iv) following the end of the fiscal year of the Borrower ending December 31, 2001, and following the end of each subsequent fiscal year, the Borrower may pay cash dividends or other distributions if with respect to the Payment Conditions are then satisfiedSeries A Preferred Stock in an amount not in excess of 50% of Excess Cash Flow for such fiscal year; provided that the -------- prepayments required by Section 2.09(c) have previously been made. (b) The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in 117 respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation 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 Indebtedness; andby Section 6.01(a), other than (x) payments in respect of the Subordinated Debt prohibited by the subordination provisions thereof and (y) payments in respect of the Series A Bonds or the Series B Bonds prohibited by the proviso in 6.01(a)(v); (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness permitted by Section 6.01(a) that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) mandatory prepayments of the Series A Bonds as a result of the issuance of equity securities by the Borrower with up to 50% of the net cash proceeds of any such issuance; provided, that, no prepayment of the -------- ---- Series A Bonds will be made in connection with (i) sales of stock necessary to provide the initial $128,000,000 of cash equity capitalization of the Borrower or, if the Supplemental Closing (as defined in the Securities Purchase Agreement) occurs, the initial $133,000,000 of cash equity capitalization of the Borrower, (ii) the issuance by the Borrower of approximately $39,900,000 of stock to AW and approximately $39,700,000 of stock to other Equity Participants in connection with the San ▇▇▇▇ Acquisition and (iii) the issuance of the Borrower of approximately $4.0 million of stock to stockholders of THC San Diego and approximately $41,000,000 of stock to certain Equity Participants in connection with the THC San Diego Merger); and (vi) mandatory prepayments of the Series B Bonds in accordance with the terms of Section 10.5 of the Lucent Note Purchase Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) provided that no Default has occurred and is continuing, the Loan Parties Borrower may declare and pay cash dividends to the extent the Borrower may do so without violating Section 6.13; (ii) the Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, (iiiii) the Restricted Subsidiaries of the Lead Borrower may declare and pay dividends and other distributions ratably with respect to their capital stockstock or other Equity Interests, (iv) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Restricted Subsidiaries, and (iiiv) the Lead Borrower may from time to time repurchase shares of its capital stock or declare in an aggregate amount not to exceed $50,000,000 during the term of this Agreement, provided that (1) no Default has occurred and pay cash dividends is continuing at the time of such repurchase and (2) after giving pro forma effect to the proposed repurchase or other distributions if transaction, the Payment Conditions are then satisfiedBorrower’s Leverage Ratio is less than or equal to 2.00:1.00. (b) The Loan Parties Borrower will not, and will not permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 and other customary fees and expenses as and when due in respect of any Indebtedness permitted Indebtedness; andby the Loan Documents; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.016.1; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, except as long as no Default or Event of Default exists incur any obligation (contingent or would arise therefrom otherwise) to do so, except: (i) each of the Loan Parties Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and Equity Interests, (iii) the Lead Borrower Borrowers may repurchase its capital make Restricted Payments, not exceeding $2,000,000 during any fiscal year of the Company, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries; and (iv) in addition to any other Restricted Payment permitted hereunder, the Company or any Subsidiary may declare and pay cash dividends or other distributions if make Restricted Payments, so long as before and immediately after giving effect to any such Restricted Payment, the Payment Conditions are then satisfied. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any IndebtednessIndebtedness (including the Permitted Convertible Notes), 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 interest, principal other payments as and when due in respect of any Indebtedness permitted Indebtedness; andunder Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and (v) voluntary payments, prepayments, purchases, redemptions and defeasances in whole or in part of or on any Indebtedness permitted under Section 6.01, so long as before and immediately after giving effect to any such prepayment, purchase, redemption or defeasance, the Payment Conditions are satisfied.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) each of Holdings and the Loan Parties Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower Borrowers may repurchase its capital stock or declare and pay cash dividends or make other distributions if Restricted Payments subject to the satisfaction of the Payment Conditions are then satisfiedCondition. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Indebtedness; andunder Section 6.01 (other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof) and payments in respect of Subordinated Indebtedness permitted by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Restricted Subsidiary to, declare declare, make or make, or agree to pay or makepay, directly or indirectly, any Restricted Payment, except as long as no Default or Event of Default exists or would arise therefrom Payment except: (i) the Loan Parties each of Holdings and each Restricted Subsidiary may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) any Loan Party (other than Holdings) or any Restricted Subsidiary may make dividends or distributions to any direct holder of its Equity Interests; provided that, to the Subsidiaries extent that any Loan Party makes a dividend or distribution to WDINESCO II B.V. or WDINESCO III B.V., WDINESCO II B.V. or WDINESCO III B.V., as applicable, shall promptly apply such amount to (x) directly or indirectly make a dividend or distribution to a U.S. Loan Party or a Canadian Loan Party, (y) repay amounts outstanding in respect of intercompany Indebtedness owing to a U.S. Loan Party or a Canadian Loan Party, or (z) make an Investment in a U.S. Loan Party or a Canadian Loan Party; (iii) Holdings and each Restricted Subsidiary may declare, make or pay any Restricted Payment so long as, in each case, such Restricted Payment is made in accordance with applicable law and the conditions set forth in clauses (a), (b) and (d) of the Lead Borrower definition of Payment Conditions are satisfied with respect to such Restricted Payment; (iv) Holdings may declare and pay dividends ratably with respect (in addition to their capital stockthose made in reliance upon any other clause of this Section 6.08(a)) to the holders of Equity Interests in Holdings in an aggregate amount not to exceed $50,000,000 per fiscal year, so long as no Event of Default has occurred and is continuing or would result after giving effect to the declaration and payment of such dividends; (iiiv) each Loan Party may grant Equity Interests in the Lead Borrower ordinary course of business to employees, directors and contractors and make any payments related to such Equity Interests in the ordinary course of business; (vi) Holdings may repurchase its capital stock or declare and pay cash dividends on the Preferred Equity in an amount per fiscal year not to exceed the sum of (x) $73,000,000 plus (y) any amount under clause (x) not used in any prior fiscal year, so long as no Event of Default under Section (a), (b), (i), (j) or (k) of Article VII exists; and (vii) in connection with the Transactions. For greater certainty, the Borrowers may elect from time to time to consider Restricted Payments as falling within one or more of the categories above and may divide Restricted Payments among two or more categories. The restrictions set forth in any subpart of this Section by way of description of any Restricted Payments shall not be deemed to require that any Restricted Payments meeting such description be placed in such subpart for purposes of determining compliance with this Section. The restrictions set forth above shall not operate to prevent the making of dividends or other distributions if repurchases previously declared by Holdings so long as (x) at the Payment Conditions are then satisfied.declaration date, such dividend or repurchase was permitted by the foregoing and (y) such dividend or repurchase is consummated within the earlier of 60 days and any date under applicable law on which such dividend or repurchase must be consummated. US-DOCS\114000287.20119598083.7 (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary (other than (i) Unrestricted Subsidiaries or (ii) Excluded Subsidiaries which are not Loan Parties) to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 (including any mandatory prepayment) as and when due in respect of any permitted Indebtedness; and, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) payment of Indebtedness owed by a Loan Party or Restricted Subsidiary of a Loan Party to any other Loan Party or Subsidiary of a Loan Party, provided that (A) such Indebtedness is permitted by Section 6.01 and (B) no Loan Party shall be permitted to make any payment in respect of any Indebtedness to any Subsidiary which is not a Loan Party if (x) an Event of Default has occurred and is continuing or would result therefrom or (y) such payment would be prohibited by the subordination provisions of such Indebtedness; (vi) payment of Indebtedness of a Loan Party or Restricted Subsidiary (other than those made in reliance on any other paragraph of this Section 6.08), so long as at the time of and after giving effect to such payment, the conditions set forth in clauses (a), (b) and (d) of the definition of Payment Conditions are satisfied with respect to such payment; (vii) payments and prepayments of Indebtedness (other than those made in reliance on any other paragraph of this Section 6.08) in an aggregate amount not to exceed the greater of $50,000,000 and 5% of EBITDA per fiscal year, so long as no Event of Default has occurred and is continuing or would result after giving effect to any such payment or prepayment; (viii) payments and prepayments of Indebtedness made with the proceeds of the issuance of Equity Interests by Holdings or any of its subsidiaries (to the extent such proceeds are contributed to the Borrower or any Restricted Subsidiary) within nine months of the receipt of such proceeds; and (ix) in connection with the Transactions. For greater certainty, the Borrowers may elect from time to time to consider payments in respective of Indebtedness as falling within one or more of the categories above and may divide such payments among two or more categories. The restrictions set forth in any subpart of this Section by way of description of any such payments shall not be deemed to require that any payments meeting such description be placed in such subpart for purposes of determining compliance with this Section.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will not permit any Subsidiary to, declare or make, or agree prior to pay or make, directly or indirectly, any Restricted Payment, except as long as no Default or Event the date of Default exists or would arise therefrom (ithe applicable distribution) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (iiA) the Subsidiaries initial $15,000,000 in stated value of the Lead Borrower may declare Series D Preferred Capital Interests held by Mid-Am Capital, provided that as of the end of the fiscal quarter ended immediately prior to such distributions and pay dividends ratably after giving pro forma effect to such distributions, the Consolidated Interest Expense Coverage Ratio shall be greater than 2.25 to 1.00 and (B) the remainder of the Series D Preferred Capital Interests (including preferred limited partnership interests issued after the Effective Date with respect to their capital stockthe Series D Preferred Capital Interests issued prior to such date), provided that, as of the end of the fiscal quarter ended immediately prior to such distributions and after giving pro forma effect to such distributions, the Consolidated Interest Expense Coverage Ratio shall be greater than 2.40 to 1.00, and (iiiiv) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedmake Permitted Tax Distributions. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation 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 permitted Indebtedness, other than payments in respect of the Subordinated Debt prohibited by the subordination provisions thereof; and (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Company will not, and nor will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Company may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, stock and (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfied. (b) The Loan Parties Company will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or ), other than regularly scheduled payments as and when due, in respect of principal of or interest on any Indebtednessof, 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 Indebtednessof, except: (i) payment any debt securities issued pursuant to the Indenture, dated as of regularly scheduled interest January 1, 1991, between the Company and principal payments JPMorgan Chase Bank, as and when due in respect of any permitted Indebtedness; and indenture trustee or (ii) refinancings any other Indebtedness of the Company or any Subsidiary that is scheduled to mature after the Maturity Date. (c) Notwithstanding Section 6.08(b), so long as no Default has occurred and is continuing or would result therefrom, the Borrowers may (i) retire the 2004 Notes at any time, (ii) (x) refinance, on terms and conditions satisfactory to the Administrative Agents, with senior or subordinated unsecured indebtedness, any of the 2007 Notes prior to the final maturity thereof, and (y) after no less than ninety five percent (95%) of the 2007 Notes have been either (1) refinanced on terms and conditions satisfactory to the Administrative Agents with senior or subordinated unsecured indebtedness, or (2) prepaid, redeemed, purchased, defeased or retired in accordance with paragraph (d) below, refinance, on terms and conditions satisfactory to the Administrative Agents, with senior or subordinated unsecured indebtedness, any of the 2011 Notes. Although not exclusive, the Administrative Agents agree that terms and conditions substantially similar to the 2011 Notes, at a then market rate of interest, would be satisfactory to the Administrative Agents for the purposes of transactions contemplated by this Section 6.08(c). (d) Notwithstanding Section 6.08(b), the Borrowers may prepay, redeem, purchase, defease or retire any of the 2007 Notes and up to U.S.$25,000,000 of other of the Company's debt securities as long as (i) no Default has occurred or would result therefrom, (ii) during the ninety (90) day period prior to (on a pro forma basis) and the ninety (90) day period following (on a projected basis) the date of such prepayment, redemption, purchase or retirement, both before and after giving effect to such prepayment, redemption, purchase or retirement, there shall be an actual or expected average Borrowing Base Availability plus invested cash held by the Administrative Agents, which is pledged as collateral and subject to a control agreement satisfactory to the Administrative Agent, of at least U.S.$150,000,000, of which no more than U.S.$50,000,000 may be invested cash held by the Administrative Agent, and (iii) the aggregate amount of prepayments, redemptions, purchases or retirements pursuant to this clause (d) of Indebtedness described shall not exceed U.S.$75,000,000 in clause (i), above, to any fiscal year and shall not exceed U.S.$255,000,000 during the extent permitted by Section 6.01Availability Period.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will not permit any Subsidiary of their Subsidiaries 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 therefrom: (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, Permitted Dividends; and (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare make Restricted Payments pursuant to the Trans World Entertainment Corporation 2005 Long Term and pay cash dividends or Incentive Share Award Plan and any other distributions if plans of the Payment Conditions are then satisfiedLoan Parties existing on the Effective Date and described in the Lead Borrower’s Form 10-K for Fiscal Year ended January 31, 2010, each as in effect as of the Effective Date. (b) The Loan Parties will not, and will not permit any Subsidiary of their Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, exceptexcept as long as no Default or Event of Default has occurred and is continuing or would result from such payments: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any other Indebtedness permitted Indebtednesshereunder; and (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will not permit ALOSKI or any Subsidiary of their respective Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment or incur any obligation, (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their common stockEquity Interests in Borrower, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockany Guarantor (including, without limitation, Alon Interests), and (iii) the Lead Borrower Subsidiaries may repurchase its capital stock or declare and pay cash dividends to the Borrower or other distributions if the Payment Conditions are then satisfiedany Guarantor. (b) The Loan Parties Borrower will not, and will not permit ALOSKI or any Subsidiary of their respective Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; andIndebtedness created under the Loan Documents; (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.018.01; (iii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, provided that such sale or transfer is otherwise permitted by this Agreement; (iv) payment or prepayment of Capital Lease Obligations, so long as no Default is existing or would result therefrom; and (v) payment when due of obligations under Hedging Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and Borrowers will 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 except: (i) the Loan Parties Borrowers may declare and pay dividends with respect to their capital stock payable solely Equity Interests in additional shares of their common stock, Equity Interests; (ii) the Subsidiaries Subsidiary Borrowers may declare and pay dividends with respect to their Equity Interests in cash or in other property (other than Inventory) so long as (A) no Default or Event of Default then exists or, after giving effect to such dividend, would arise, and (B) on the Lead date of and after giving effect to such dividend, the Excess Availability Threshold is satisfied; (iii) the Parent Borrower may declare and pay dividends ratably with respect to their capital stockits Equity Interests in cash or in other property (other than Inventory) so long as (A) no Event of Default exists or would arise, and (iiiB) on the Lead Borrower may repurchase its capital stock or declare date of and pay cash dividends or other distributions if after giving effect to such dividend, the Payment Conditions are then satisfied.Excess Availability Threshold is satisfied;provided that, notwithstanding (b) The Loan Parties Borrowers will notnot at any time, and will not permit any Subsidiary to, of their Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: : (i) required payments of principal and interest as and when due in respect of any Indebtedness permitted under Section 7.01; (ii) refinancings of Indebtedness to the extent permitted by Section 7.01; and (iii) optional prepayments, redemptions, retirements, acquisition, cancellation or termination of Indebtedness of any Borrower (collectively, a “Prepayment”) as long as (A) no Default or Event of Default then exists or, after giving effect to such Prepayment, would arise; and (B) on the date of and after giving effect to such Prepayment, the Excess Availability Threshold is satisfied. (c) After the occurrence and during the continuation an Event of Default under Section 8.01(h) or Section 8.01(i) hereof, the Parent Borrower will not at any time, make or agree to pay or make, directly or indirectly any payment or other distribution (whether in cash securities or other property) of regularly scheduled or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except required payments of principal and principal payments interest as and when due in respect of any permitted Indebtedness; and (ii) Indebtedness and refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01.7.01. Notwithstanding anything to the contrary herein, the Borrowers will not (i) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment after the Second Amendment Effective Date until the Deemed Borrowing Base Termination Date has occurred, except as permitted by Section 7.06(a)(i) and the proviso to Section 7.06(a)(iii), and (ii) at any time, and will not permit any of their Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness

Restricted Payments; Certain Payments of Indebtedness. (a1) The No Loan Parties Party will not, and will not permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Allbirds may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) Allbirds may make other Restricted Payments subject to the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if satisfaction of the Payment Conditions are then satisfiedConditions. (b2) The No Loan Parties Party will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities cash, securities, or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities securities, or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancellation, or termination of any Indebtedness, except: (ia) payment of Indebtedness created under the Loan Documents; (b) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted Indebtedness; andunder Section 6.01; (iic) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (d) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (e) subject to satisfaction of the Payment Conditions (including on a pro forma basis after giving effect thereto), payment of other Indebtedness not otherwise permitted under this Section 6.08(b).

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will 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 Loan Parties Borrower may declare and pay dividends with respect to their capital stock its Capital Stock payable solely in additional shares of their common stockits Capital Stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay cash dividends ratably to the Borrower or any Wholly-Owned Subsidiary with respect to their capital stockits Capital Stock, and (iii) so long as at the Lead time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, the Borrower or any Subsidiary may repurchase its capital stock or declare make Restricted Payments in an aggregate amount not to exceed $8,000,000 for the Borrower and pay cash dividends or other distributions if the Payment Conditions are then satisfiedSubsidiaries during any fiscal year of the Borrower. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) except payment of Indebtedness created under the Loan Documents; payment of regularly scheduled interest and principal payments as and when due in respect of any permitted IndebtednessIndebtedness (subject to any subordination provisions thereof); and (ii) refinancings prepayment at the consummation of a Permitted Business Acquisition of Indebtedness described assumed in clause (i), above, to connection with such Permitted Business Acquisition; and payment of secured Indebtedness that becomes due as a result of the extent permitted by Section 6.01voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, or will not, and will 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 Payment other than (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stockPermitted Dividends, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockPermitted Dispositions, and (iii) so long as (x) no Event of Default has occurred Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the Lead Borrower may repurchase its capital stock SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF AMENDMENT NO. 7, OF AMERICAN APPAREL (USA), LLC and is continuing, and (y) there is a minimum amount of $20,000,000 available to the Loan Parties through either cash remaining in the SPAC Blocked Account or declare in Excess Availability (as defined in the Existing First Lien Credit Agreement) under the Existing First Lien Credit Agreement subsequent to any such repurchase, repurchases of the Loan Parties’ Capital Stock in an amount not to exceed $30,000,000 in the aggregate with the proceeds of the Loan Parties’ cash on hand (or cash equivalents) contained in the SPAC Blocked Account, without the prior written consent of the Administrative Agent and pay cash dividends or other distributions if the Payment Conditions are then satisfiedRequired Lenders. (b) The No Loan Parties Party will, or will not, and will not permit any Subsidiary to, to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 so long as no Event of regularly scheduled Default then exists or would arise therefrom, (x) mandatory payments and prepayments of interest and principal payments as and when due in respect of any Permitted Indebtedness, and (y) prepayments of principal not to exceed $1,000,000 in any twelve-month period, in each case in respect of any Permitted Indebtedness (other than Subordinated Indebtedness, Senior Debt and the Indebtedness described in clauses (n) and (o) of the definition of “Permitted Indebtedness”); (ii) payments on account of Indebtedness outstanding as of the Closing Date and as set forth on Schedule 6.01; (iii) payments on account of Subordinated Indebtedness to the extent permitted under any subordination agreement or provisions governing such Indebtedness and including any payments to be made pursuant to the Merger Agreement (as set forth on Schedule 5.25(c) thereof) in an amount not to exceed $5,000,000 (other than the Indebtedness described in clauses (n) and (o) of the definition of “Permitted Indebtedness”); (iv) refinancing of any Permitted Indebtedness (other than Indebtedness described in clauses (n) and (o) of the definition of “Permitted Indebtedness”) to the extent that (x) the principal amount of the Permitted Indebtedness being so refinanced is not increased by such refinancing except on account of fees and expenses required to be paid incidental to such refinancing, provided that in no event shall such increased principal amount exceed 102% of the principal amount of the Indebtedness so refinanced, (y) such refinancing is on terms and conditions reasonably acceptable to the Administrative Agent, and (z) the refinancing lender enters into an intercreditor agreement with the Administrative Agent on terms and conditions that the Agents, in their sole discretion exercised in good faith, deem necessary or desirable; (v) payments as and when due pursuant to the Canadian Loan Agreement or prepayments under the Canadian Loan Agreement; provided that Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF AMENDMENT NO. 7, OF AMERICAN APPAREL (USA), LLC (x) such payments shall be made only by a Canadian Subsidiary, and (y) no Loan Party may transfer proceeds of the Loans to any Canadian Subsidiary for purposes of making such payments; and (iivi) refinancings any prepayments of Indebtedness described in clause (i), above, principal on the US Dov Promissory Note or the CN Dov Promissory Note to the extent such prepayments are permitted by the Canadian Lender; provided that (x) such prepayments shall be made only by a Canadian Subsidiary, and (y) no Loan Party may transfer proceeds of the Loans to any Canadian Subsidiary for purposes of making such prepayments.” (ii) Section 6.016.09 (Restricted Agreements) of the Credit Agreement is hereby amended by deleting the last sentence and replacing it with the following: “Notwithstanding anything in this SECTION 6.09 to the contrary, neither (i)(a) the prohibition on the pledge of security interest in the Capital Stock of the Canadian Subsidiaries, nor (b) the prohibition on the granting of any guaranty or security interest by the Canadian Subsidiaries, in each case set forth in the Canadian Loan, nor (ii) the prohibitions, restrictions and impositions of conditions expressly set forth in the Merger Agreement and Lim Option Agreements (to the extent such prohibitions, restrictions and impositions of conditions are in connection with the consummation of the merger or the transactions related thereto as expressly set forth in the Merger Agreement and would not result in a Material Adverse Effect) shall be prohibited by this SECTION 6.09.” (iii) Section 6.11 (Financial Covenants) of the Credit Agreement is hereby amended as follows: (A) Section 6.11(a) (Consolidated Fixed Charge Coverage Ratio) is hereby deleted in its entirety; (B) Section 6.11(b) (Minimum Consolidated EBITDA) is hereby deleted in its entirety and replaced with the following: “Minimum Consolidated EBITDA. The Parent shall maintain, for the twelve month period ended on the last day of each month set forth below, Consolidated EBITDA for the twelve months ending on such day of not less than the amount set forth opposite such month: TWELVE MONTHS ENDING June 30, 2007 July 31, 2007 August 31, 2007 September 30, 2007 October 31, 2007 November 30, 2007 December 31, 2007 January 31, 2008 February 29, 2008 MINIMUM CONSOLIDATED EBITDA $21,500,000 $21,500,000 $21,500,000 $24,500,000 $24,500,000 $24,500,000 $29,500,000 $29,500,000 $29,500,000 Amendment No. 7 to Credit Agreement of AAUSA, dated as of June 20, 2008, amending the SOF Agreement, among American Apparel (USA), LLC, the Facility Guarantors, and SOF AMENDMENT NO. 7, OF AMERICAN APPAREL (USA), LLC TWELVE MONTHS ENDING March 31, 2008 April 30, 2008 May 31, 2008 June 30, 2008 July 31, 2008 August 31, 2008 September 30, 2008 October 31, 2008 November 30, 2008 December 31, 2008 and thereafter MINIMUM CONSOLIDATED EBITDA $30,500,000 $30,500,000 $35,500,000 $37,500,000 $37,500,000 $37,500,000 $39,500,000 $39,500,000 $39,500,000 $41,500,000” (C) Section 6.11(c) (Maximum Senior Debt to Consolidated EBITDA) is hereby amended by deleting the term “Borrower” in the first sentence thereof and replacing it with the term “Parent”; and (D) Section 6.11(d) (Total Adjusted Debt to Consolidated EBITDAR) is hereby amended by deleting the term “Borrower” in the first sentence thereof and replacing it with the term “Parent”. (iv) Section 6.12 (Capital Expenditures) of the Credit Agreement is hereby amended by deleting clause (b) thereof in its entirety and replacing it with the following: “(b) in excess of $50,000,000 in the aggregate for the Fiscal Year ending December 31, 2008 and for any Fiscal Year thereafter.”

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Parent Borrower will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, (ii) the Parent Borrower may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock and (iii) the Lead Parent Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if make Restricted Payments, not exceeding $6,000,000 during any fiscal year, provided that the total of all Restricted Payments made since December 31, 2007 may not exceed the sum of (A) $3,212,500 plus (B) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from December 31, 2007 to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment Conditions are then satisfied(or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit). (b) The Loan Parties Parent Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest Indebtedness created under (A) the Senior Unsecured Credit Agreement and principal payments as (B) this Credit Agreement and when due in respect of any permitted Indebtedness; andthe Loan Documents; (ii) refinancings scheduled payments of principal or interest with respect to Indebtedness described in clause (i), above, to the extent permitted by Section 6.017.01; (iii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (iv) prepayments in respect of Capital Lease Obligations in the ordinary course of business; and (v) prepayments of the Seller Subordinated Note (by way of set-off or otherwise) or any Seller Subordinated Note Refinancing Indebtedness; provided that no such prepayments shall be permitted until all of the obligations under the Senior Unsecured Credit Agreement have been paid in full and the commitments thereunder have been terminated.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) each of the Loan Parties Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower Borrowers may repurchase its capital make Restricted Payments, not exceeding $500,000 during any fiscal year of the Company, pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees of the Borrowers and their Subsidiaries and (iv) the Borrowers may make other Restricted Payments subject to the satisfaction of the Payment Conditions are then satisfiedCondition. (ba) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Indebtedness; andunder Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; (v) prepayments of Indebtedness incurred pursuant to Section 6.01(e) if the Payment Condition is satisfied; (vi) payments of intercompany loans and advances to the extent permitted by the Global Intercompany Note; and (vii) termination or similar payments in respect of Swap Agreement obligations arising under that certain ISDA Master Agreement dated January 30, 2018 by and between Citizens Bank of Pennsylvania and CSS Industries, Inc. in an aggregate amount not to exceed $275,000 so long as (i) no Default or Event of Default has occurred and is continuing or would result immediately after giving effect to such payments and (ii) such payments are made within thirty (30) days of the Effective Date.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary of its Subsidiaries 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 incur any obligation (contingent or would arise therefrom otherwise) to do so, except: (i) the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests; and (ii) the Borrower may make Restricted Payments to Parent that, when aggregated with all Restricted Payments made on or after the Effective Date pursuant to this Section 6.08(a)(ii), do not exceed an amount equal to 50% of cumulative Consolidated Net Income for the period from July 1, 2008 through the end of the most recent Fiscal Quarter or Fiscal Year for which Borrower has delivered the financial statements required pursuant to Section 5.01(a) or (b); provided, that (x) at the time of and after giving effect to any such Restricted Payment there shall exist no Default or Event of Default, (y) both before and after giving effect to any such Restricted Payment, Borrower is in compliance with the covenants set forth in Sections 6.13 on a pro forma basis and (iiiz) five Business Days prior to any such Restricted Payment, the Lead Borrower may repurchase its capital stock or declare shall deliver to the Administrative Agent a certificate of a Financial Officer in form and pay cash dividends or other distributions if substance satisfactory to the Payment Conditions are then satisfiedAdministrative Agent certifying that the requirements of this Section 6.08(a)(ii) have been met with respect to such Restricted Payment. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of any Subordinated Indebtedness to the extent prohibited by the subordination provisions applicable thereto; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will not, and will 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 as long as no Default or Event of Default exists or would arise therefrom (i) the each Loan Parties Party may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, (ii) the wholly-owned Subsidiaries of the Lead Borrower may declare and pay dividends to Loan Parties (other than Holdings) ratably with respect to their capital stock, Equity Interests and (iii) so long as no Default has occurred and is continuing, or would result after giving effect to such payment, and such dividend is permitted under the Lead Borrower Indenture, (A) the Company may repurchase its capital stock or declare and pay cash dividends to Holdings in an aggregate amount not to exceed $750,000 in any fiscal year and (B) at any time after the Term B Loan has been repaid in full, the Company may declare and pay additional dividends to Holdings as long as (x) prior to and after giving effect to such dividend or other distributions if distribution, Aggregate Availability equals or exceeds $35,000,000 and (y) the Payment Conditions are 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 satisfiedmost-recently completed four fiscal quarters, determined on a pro forma basis reflecting the payment of such dividend or distribution, is not less than 1.25 to 1.00. (b) The No Loan Parties Party will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of the Subordinated Indebtedness, which are governed by Section 6.08(c); (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) payment of intercompany Indebtedness permitted by Section 6.01(c); and (vi) at any time after the Term B Loans have been repaid in full, the Loan Parties may purchase, redeem or prepay Indebtedness (other than the Subordinated Indebtedness which is governed by Section 6.08 (c)), if and to the extent that (1) no Default has occurred and is continuing or would result after giving effect to such payment, (2) prior to and after giving effect to any such payment Aggregate Availability equals or exceeds $35,000,000 and (3) the Debt Service Coverage Ratio, determined as of the most-recently completed fiscal quarter prior to the date of such payment, for the then most-recently completed four (4) fiscal quarters, determined on a pro forma basis reflecting the making of such payment, is no less than 1.25 to 1.00. (c) No Loan Party shall (i) make any amendment or modification to the Indenture, or any Senior Subordinated Note or other note or agreement evidencing or governing the Subordinated Indebtedness under the Indenture, (ii) make any amendment or modification to any note or other agreement evidencing or governing any other Subordinated Indebtedness unless permitted pursuant to the applicable intercreditor agreement or subordination provisions related thereto or (iii) directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness; provided that, (A) the Loan Parties may make scheduled payments of interest with respect to Subordinated Indebtedness to the extent permitted pursuant to the applicable intercreditor agreement or subordination provisions related thereto and (B) at any time after the Term B Loans have been repaid in full, the Loan Parties may purchase, redeem or prepay the Subordinated Indebtedness under the Senior Subordinated Notes, if and to the extent that (1) no Default has occurred and is continuing or would result after giving effect to such payment, (2) prior to and after giving effect to any such payment Aggregate Availability equals or exceeds $35,000,000 and (3) the Debt Service Coverage Ratio, determined as of the most-recently completed fiscal quarter prior to the date of such payment, for the then most-recently completed four (4) fiscal quarters, determined on a pro forma basis reflecting the making of such payment, is no less than 1.25 to 1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower may repurchase its capital make Restricted Payments with respect to the Borrower’s preferred stock or declare not exceeding $125,000 during any fiscal year and pay cash dividends or other distributions if (iv) the Payment Conditions are then satisfiedBorrower may make Restricted Payments to consummate the Tender Offer. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Material Indebtedness permitted Indebtedness; andunder Section 6.01; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance with this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties each Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their 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 and (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedEquity. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof in which case such payments in respect of Subordinated Indebtedness will be governed by the terms and conditions of the respective subordination agreements including, with respect to the subordinated indebtedness under the Mezzanine Loan Documents, the Intercreditor Agreement; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and nor will not it 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 incur any obligation (contingent or would arise therefrom otherwise) to do so, except: (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital stock its Equity Interests payable solely in additional shares of their common stock, Equity Interests in the Borrower; (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and ; and (iii) the Lead Borrower may repurchase make payments or deliveries in shares of common stock and cash in lieu of fractional shares required by the terms of, and otherwise perform its capital stock or declare obligations under, the Convertible Notes Indenture (including, without limitation, making payments of interest and pay cash dividends or principal thereon and/or making deliveries (other distributions if the Payment Conditions are then satisfiedthan in cash) due upon conversion thereof). (b) The Loan Parties Borrower will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) subject to the Term Intercreditor Agreement and the ABL/Term Loan Intercreditor Agreement, the payment of secured Indebtedness out of the proceeds of any sale or transfer of the property or assets securing such Indebtedness; (v) payment of or in respect of (A) Indebtedness created under the ABL Loan Documents and (B) Indebtedness or obligations secured by the ABL Security Documents; (vi) [reserved]; (vii) [reserved]; and (viii) the Borrower may make payments or deliveries in shares of common stock and cash in lieu of fractional shares required by the terms of, and otherwise perform its obligations under, the Convertible Notes Indenture (including, without limitation, making payments of interest and principal thereon and/or making deliveries (other than in cash) due upon conversion thereof). (c) The Borrower will not, nor will it permit any Subsidiary to, enter into or be party to, or make any payment under, any Synthetic Purchase Agreement.

Restricted Payments; Certain Payments of Indebtedness. From and after the Closing, so long as TPG Persons Beneficially Own, in the aggregate, at least 25% of the Original Number of Combined Shares, without the prior written approval of the Investor: (a) The Loan Parties Company will not, and will 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) that the Loan Parties Company may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their common its capital stock, (ii) the Company or any Subsidiary may pay dividends or other distributions with respect to any shares of their capital stock or the Series A Preferred Stock in accordance with the Series A Certificate of Designations, (iii) Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, stock and (iiiiv) the Lead Borrower Company may repurchase its make Restricted Payments, not exceeding $200,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of the Company and the Subsidiaries, including the redemption or purchase of capital stock of the Company held by former directors, management or declare and pay cash dividends employees of the Company or other distributions if the Payment Conditions are then satisfiedany Subsidiary following termination of their employment. (b) The Loan Parties Company will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: except (i) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted Indebtedness; and under the Credit Agreement, (ii) refinancings pursuant to the Restructuring, and (iii) payment of Indebtedness described in clause (i), above, to permitted under the extent permitted by Section 6.01Indenture.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Company will not, and nor will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Company may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, stock and (iii) the Lead Borrower Company may repurchase its capital make Restricted Payments, not exceeding $10,000,000 during any fiscal year, pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees of the Payment Conditions are then satisfiedCompany and its Subsidiaries. (b) The Loan Parties Company will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or ), other than regularly scheduled payments as and when due, in respect of principal of or interest on any Indebtednessof, 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 cancelation or termination of any Indebtednessof, except: (i) payment any debt securities issued pursuant to the Indenture, dated as of regularly scheduled interest January 1, 1991, between the Company and principal payments The Chase Manhattan Bank, as and when due in respect of any permitted Indebtedness; and indenture trustee or (ii) refinancings any other Indebtedness of Indebtedness described the Company or any Subsidiary that is scheduled to mature after the Maturity Date; provided that the Company may repurchase from time to time, prior to their maturity, the debt securities referred to in the preceding clause (i)) in open market transactions for a purchase price less than par so long as the aggregate cost of all such repurchased debt securities does not exceed U.S.$40,000,000 over the term of the Availability Period; provided that, aboveafter giving effect to any proposed repurchase, to (A) no Default shall have occurred and be continuing, (B) the extent permitted by Section 6.01total U.S. Exposure does not exceed 50% of the total U.S. Commitments, (C) the total Canadian Exposure does not exceed 50% of the total Canadian Commitments and (D) the sum of the U.S. Borrowing Base and the Canadian Borrowing Base is greater than the sum of the total U.S. Commitments and the total Canadian Commitments.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it 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 incur any obligation (contingent or would arise therefrom otherwise) to do so, except (i) the Loan Parties each of Vitran and each Subsidiary may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock; (ii) the Subsidiaries of the Lead Borrower any U.S. Loan Party may declare and pay dividends ratably with respect to their capital stock, and any other U.S. Loan Party or Canadian Loan Party; and (iii) the Lead Borrower any Canadian Loan Party (other than Vitran) may repurchase its capital stock or declare and pay cash make dividends or to any other distributions if the Payment Conditions are then satisfiedCanadian Loan Party. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; andIndebtedness (including, without limitation, the EDC Loan and the Real Estate Loan Agreement), other than payments in respect of any Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.016.1; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (v) payment of quarterly scheduled interest payments (in the maximum aggregate amount of $2,000,000) to the Excluded Subsidiaries, as permitted under Section 6.1, provided that no Event of Default has occurred and is continuing and provided that such interest payments are distributed by an Excluded Subsidiary to a Loan Party within three (3) Business Days of such payment being made.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will 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) that the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if make Restricted Payments so long as the Payment Conditions are then satisfiedsatisfied at the time of the making of and after giving effect to such Restricted Payment; provided that for purposes of determining compliance with the Payment Conditions with respect to this SECTION 6.6(a) only, the percentage used for the Pro Forma Availability Condition shall be twenty-five percent (25%). (b) Any Loan Party may make a Restricted Payment to any other Loan Party. (c) ▇▇▇▇ may make repurchases of stock or other equity interests in ▇▇▇▇ deemed to occur upon exercise of stock options or warrants if such stock or equity interests represent a portion of the exercise price of such options or warrants, in each case, to the extent not made in cash; (d) The Loan Parties will not, and will not permit at any Subsidiary totime, make or agree to pay or make, directly or indirectly, indirectly any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: except (i) payment of regularly scheduled payments or mandatory prepayments of principal, interest and principal payments as and when due premium, if any, arising solely with respect to such payment in respect of any Indebtedness permitted Indebtedness; and under Section 6.1 hereof, (ii) refinancings if the Payment Conditions are satisfied at the time of Indebtedness described in clause the making of and after giving effect to such payment (iprovided that for purposes of determining compliance with the Payment Conditions with respect to this Section 6.6(d)(ii) only, the required Consolidated Fixed Charge Coverage Ratio shall be equal to or greater than 1.0:1.0), above, and (iii) Permitted Refinancings of Indebtedness. Notwithstanding anything to the extent permitted by Section 6.01contrary in this Agreement, the Loan Parties shall cause the ZC Partnership to not make any Restricted Payment to any other Person, other than Restricted Payments to any Loan Party consistent with past practice.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Restricted Subsidiary or Supported 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 long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and in cash in an amount up to $1,700,000.00 during each fiscal year, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower may repurchase its capital make Restricted Payments, not exceeding $1,000,000.00 during any fiscal year, pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if the Payment Conditions are then satisfiedbenefit plans for management or employees of Holdings and its Subsidiaries. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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) with the prior written consent of the Lender, and after satisfying the requirements of Section 2.17(c) and (e), payment of Indebtedness permitted by Section 6.01 with the proceeds of the issuance of Equity Interests; (iii) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; and; (iiiv) with the prior written consent of the Lender, prepayment of Indebtedness permitted by Section 6.01 provided that (A) no Default or Event of Default has occurred and is continuing; and (B) the making of such prepayment will not result in the occurrence of a Default or Event of Default after giving effect thereto; (v) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (vi) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will 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 that any Loan Party may pay dividends to the Lead Borrower. None of the Loan Parties will, nor will they permit any Subsidiary to, issue any preferred stock (except for preferred stock that is not subject to redemption other than redemption at the option of the Loan Party issuing such preferred stock or Event be or become liable in respect of Default exists any obligation (contingent or would arise therefrom otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of (i) the Loan Parties may declare and pay dividends with respect to their any shares of capital stock payable solely in additional shares of their common stock, any Loan Party or (ii) the Subsidiaries any option, warrant or other right to acquire any such shares of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfied. (b) The Loan Parties will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal mandatory payments as and when due in respect of any other Indebtedness permitted Indebtednesshereunder; and (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will not permit any Subsidiary to, declare Declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, except as long as no Default or Event of Default exists incur any obligation (contingent or would arise therefrom otherwise) to do so, except: (i) the Loan Parties each Subsidiary may declare and pay dividends with respect make dividend payments or other distributions to the Company and to any Subsidiary that owns Equity Interests of such Subsidiary (and, in the case of a dividend or other distribution by a Non-Wholly Owned Subsidiary, to the Company or other Subsidiary and to each other owner of Equity Interests of such Non-Wholly Owned Subsidiary ratably based on their capital stock payable solely in additional shares of their common stock, relative ownership interests); (ii) the Subsidiaries of the Lead Borrower Company and each Subsidiary may declare and pay dividends ratably with respect to their capital stock, make dividend payments or other distributions payable solely in the common Equity Interests of such Person; and (iii) the Lead Borrower Company may repurchase its capital stock make any Restricted Payment; provided, that, (A) no Default has occurred and is continuing or declare would result therefrom, (B) upon giving Pro Forma Effect to any such Restricted Payment, (1) Liquidity shall be at least $15,000,000, and pay cash dividends (2) the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 as of the most recent fiscal quarter end of the Company for which the Company was required to deliver financial statements pursuant to Section 6.01(a) or other distributions if Section 6.01(b), as applicable, and (C) the Payment Conditions are then satisfiedaggregate amount of all such Restricted Payments in any fiscal year of the Company shall not exceed $15,000,000 (provided, further, that, if, as of any date of determination, for the Measurement Period most recently ended on or prior to such date, the Consolidated Total Leverage Ratio for such Measurement Period is less than or equal to 1.00 to 1.0, the aggregate amount of all such Restricted Payments in any fiscal year of the Company shall not exceed $30,000,000). (b) The Loan Parties will not, and will not permit any Subsidiary to, make Make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, exceptexcept for: (i) the payment of Indebtedness created under the Loan Documents; (ii) the payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted pursuant to Section 7.01, other than payments in respect of the Subordinated Indebtedness prohibited by the Subordination Agreement entered into in connection therewith; (iii) Permitted Refinancings permitted pursuant to Section 7.01; (iv) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, to the extent such sale or transfer is permitted pursuant to Section 7.05; and (iiv) refinancings optional prepayments of Indebtedness described in clause (iIntercompany Debt permitted pursuant to Section 7.01(e); provided, abovethat, such optional prepayments shall only be permitted to the extent permitted by Section 6.01no Default exists immediately prior to and after giving effect to any such prepayment.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties SYX may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) SYX 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 time 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), (b), (h) or (i) of Article VII exist at the time of such payment; provided that any 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) 25% of the then applicable aggregate Commitment or (II) $17,500,000 on a pro forma basis for the thirty (30) day period pre and post such date of payment, (iii) Subsidiaries of the Lead Borrower SYX may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iiiiv) the Lead Borrower Borrowers may repurchase its capital make Restricted Payments pursuant to and in accordance with stock or declare and pay cash dividends compensation plans or other distributions if the Payment Conditions are then satisfiedbenefit plans for management or employees of SYX and its Consolidated Subsidiaries. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Indebtedness; and, if any, prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties No Borrower will, nor will not, and will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrowers may declare and pay dividends with respect to their capital common stock payable solely in additional shares of their its common stockstock and in cash to the extent after giving effect thereto the Borrowers will remain in compliance with Section 7.12, and (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedEquity Interests. (b) The Loan Parties No Borrower will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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) with the prior written consent of the Administrative Agent, payment of Indebtedness permitted by Section 7.01 with the proceeds of the issuance of Equity Interests; (iii) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness; andIndebtedness (subject to any subordination agreements); (iiiv) prepayment of Indebtedness permitted by Section 7.01 provided that (A) no Default or Event of Default has occurred and is continuing; (B) the making of such prepayment will not result in the occurrence of a Default or Event of Default after giving effect thereto; and (C) except as to prepayment of the Indebtedness permitted by Section 7.01(l), the Administrative Agent has given its prior written consent, which consent shall not be unreasonably withheld; (v) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.017.01; and (vi) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) each of the Loan Parties Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower Borrowers may repurchase its capital make Restricted Payments, pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if the Payment Conditions are then satisfied.80 (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 Indebtednessunder Section 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; and (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01.; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. SECTION

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties each of Borrowers may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower Company may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedSpecified Post Closing Dividends. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Subordinated 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 Subordinated Indebtedness, except: (i) except payment of regularly scheduled interest and principal payments as and when due in respect of any Subordinated Indebtedness permitted Indebtedness; and (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by under Section 6.01, other than payments prohibited by the subordination provisions thereof.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties SYX may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower Borrowers may repurchase its capital make Restricted Payments pursuant to and in accordance with stock or declare and pay cash dividends compensation plans or other distributions if the Payment Conditions are then satisfiedbenefit plans for management or employees of SYX and its Consolidated Subsidiaries. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary of its Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness, other than payments in respect of Indebtedness, if any, prohibited by the subordination provisions thereof; and (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower may repurchase make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its capital stock Subsidiaries and (iv) the Borrower may pay or declare and pay cash make dividends or other distributions if the Payment Conditions are then satisfiedof cash to its shareholders so long as there exists no Default or Event of Default and none would result after giving effect thereto. (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and nor will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockEquity Interests, and (iii) the Lead Borrower may repurchase its capital make Restricted Payments pursuant to and in accordance with stock or declare and pay cash dividends option plans or other distributions if benefit plans for management or employees of Borrower and its Subsidiaries and (iv) Borrower may make Restricted Payments so long as no Event of Default has occurred and is continuing and so long as the making of such Restricted Payment Conditions are then satisfiedwould not cause an Event of Default. (b) The Loan Parties Borrower will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any IndebtednessIndebtedness in excess of $250,000, except: 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 permitted Indebtedness; and and (iiiii) refinancings payment of secured Indebtedness described in clause (i), above, to that becomes due as a result of the extent permitted by Section 6.01voluntary sale or transfer of the property or assets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Company will not, and nor will not 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 as long as no Default that the Company or Event of Default exists or would arise therefrom any Subsidiary may: (i) declare and make dividend payments or other distributions payable solely in its common stock or in options, warrants, or other rights to purchase common stock; (ii) purchase, redeem or otherwise acquire shares of its common stock or warrants or options to acquire any such shares from officers, directors and employees in connection with the Loan Parties may termination of their relationships with the Company and the Subsidiaries for consideration not exceeding $100,000 in the aggregate in any calendar year; (iii) in the case of a Subsidiary, declare and pay dividends with respect and other distributions ratably to their capital stock payable solely the holders of its Equity Interests; and (iv) make payments not to exceed $250,000 in additional the aggregate to holders of its Series B-1 Preferred Shares, Series C-1 Preferred Shares or Series C-2 Preferred Shares in lieu of the issuance of fractional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their its capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfied. (b) The Loan Parties Company will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, defeasance, retirement, acquisition, cancellation cancelation or termination of any Indebtedness, except: (i) payment of regularly the Obligations; (ii) payment of scheduled interest and principal payments as and when due in respect of any Indebtedness, other than payments in respect of the Series B Notes (as defined in the Securities Purchase Agreement) or other subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent the Indebtedness resulting therefrom is permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (iiv) refinancings payments which correspond to scheduled payments of Indebtedness described in clause principal on the Industrial Revenue Bonds. (i)c) Neither the Company nor any Subsidiary shall enter into or be party to, aboveor make any payment under, any Synthetic Purchase Agreement, except that the Company may enter into any Synthetic Purchase Agreement related to any Equity Interest of the extent permitted by Section 6.01Company or a Subsidiary.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrowers will not, and will not permit any Subsidiary other member of the Borrower Affiliated Group 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 therefrom, and after giving effect thereto, the Borrowers are Solvent (i) the Loan Parties any Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay cash dividends ratably with respect to their capital stock, and (iii) only if the Payment Conditions are then satisfied, the Lead Borrower may repurchase its capital stock or and/or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedto its shareholders. (b) The Loan Parties Borrowers will notnot at any time, and will not permit any Subsidiary to, other member of the Borrower Affiliated Group to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) only if the Payment Conditions are then satisfied, prepayment of (i) the Promissory Note dated October 1, 2004 by GameStop Corp. in favor of B&N GameStop Holding Corp., (ii) that certain mortgage dated May 25, 2005 by EB Sadsbury Property Holding L.P. in favor of Thrivent Financial for Lutherans on the Coatesville Property and (iii) the Senior Notes. (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted Indebtednessunder Section 6.1 (other than in connection with Indebtedness the principal of which is prohibited from payment in accordance with Section 6.1(b)); and (iiiii) refinancings of Indebtedness described in clause (iii), above, to the extent permitted by Section 6.016.1, including without limitation, any refinancing as a result of any rollover loans, publicly issued or privately placed notes or exchange notes issued in exchange for such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Company will not, and nor will not 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 as long as (i) the Company may make any Restricted Payment provided that immediately before and after giving effect to any such Restricted Payment (1) the Loan Parties, on a consolidated basis, are Solvent, (2) Excess Availability on the date of any such dividend and average monthly Excess Availability projected on a pro forma basis for the following twelve months shall be in an amount greater than twenty percent (20%) of Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the then Tranche A Borrowing Base), and (3) no Default or Event of Default exists or would arise therefrom has occurred and is continuing, (iii) 113 the Loan Parties Company may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, stock and (iiiii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfied. (b) The Loan Parties Company will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtednessof, 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, (i) any Indebtedness of the Company or any IndebtednessSubsidiary that is scheduled to mature after the Maturity Date, except(ii) any other Indebtedness of the Company or any Subsidiary provided that: (i) payment of except as provided in clauses (iv) and (v) below, the Loan Parties may make regularly scheduled or mandatory repayments or redemptions of Indebtedness permitted under Section 6.01 (including, without limitation, payments of principal and interest and principal payments as and when due due); (ii) the Company or any Subsidiary may make voluntary payments and distributions in respect of any permitted IndebtednessIndebtedness of the Company or any Subsidiary, provided that immediately before and after giving effect to any such distribution or payment (A) the Loan Parties, on a consolidated basis, are Solvent, (B) Excess Availability on the date of such distribution or payment and projected on a pro forma basis for the following twelve months shall be in an amount greater than twenty percent (20%) of the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the then Tranche A Borrowing Base), and (C) no Default or Event of Default has occurred and is continuing or would arise therefrom; (iii) the Company may repay the Bridge Financing Facility (A) with the proceeds of the Senior Notes and/or Convertible Notes, (B) in an amount equal to the Net Proceeds received from any Permitted Divestiture (other than with the proceeds of Collateral included in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base) and (C) in an amount equal to any Net Proceeds received from the disposition of any Collateral not constituting Revolving Lender Priority Collateral; (iv) the Company may make mandatory prepayments of principal due under the Convertible Notes as long as immediately before and after giving effect to any such distribution or payment (A) the Loan Parties, on a consolidated basis, are Solvent, (B) Excess Availability on the date of such payment and projected on a pro forma basis for the following twelve months shall be in an amount greater than twenty percent (20%) of the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the then Tranche A Borrowing Base), and (C) no Default or Event of Default has occurred and is continuing or would arise therefrom; (v) the Company may make mandatory prepayments of principal due under the Senior Notes (i) in an amount equal to any Net Proceeds received from the disposition of any Collateral not constituting Revolving Lender Priority Collateral, and (ii) in all other circumstances, as long as immediately before and after giving effect to any such distribution or payment (A) the Loan Parties, on a consolidated basis, are Solvent, (B) Excess Availability on the date of such payment and projected on a pro forma basis for the following twelve months shall be in an amount greater than twenty percent (20%) of the Tranche A-1 Borrowing Base (or, if the Tranche A-1 Commitments have been terminated, the then Tranche A Borrowing Base), and (C) no Default or Event of Default has occurred and is continuing or would arise therefrom; and (iivi) refinancings and refundings of such Indebtedness described subject to and in clause (i), above, to accordance with the extent permitted by Section 6.01terms of this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties will not, and will not permit any Subsidiary Restricted Subsidiaries 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 Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Restricted Subsidiaries of the Borrowers may declare and pay cash dividends with respect to their capital stock, (iii) the Lead Borrower may declare and pay cash dividends ratably with respect to their its capital stockstock in an amount not to exceed $15,000,000 in each fiscal year of the Lead Borrower, and (iiiiv) the Lead Borrower Borrowers may repurchase declare and pay additional cash dividends with respect to its capital stock or declare and pay cash dividends or make other distributions if Restricted Payments as long as, in each case and after giving effect thereto, the Payment Conditions are then satisfied. (b) The Loan Parties will notnot at any time, and will not permit any Subsidiary to, of their Restricted Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted Indebtednessunder Section 6.01; and (ii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; and (iii) other payments in respect of Indebtedness as long as, after giving effect thereto, the Payment Conditions are satisfied.

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, declare or make, or agree to pay declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower and its Subsidiaries may declare and pay dividends with respect to their capital its common stock payable solely in additional shares of their its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) any Subsidiary may declare or make a Restricted Payment to the Subsidiaries Borrower and any Subsidiary which is not a Loan Party may declare or make a Restricted Payment to another Subsidiary, (iii) each of the Lead Borrower Loan Parties may declare or make other Restricted Payments so long as: (A) both before and pay dividends ratably with respect after giving effect to their capital stocksuch Restricted Payment, no Default exists or would result therefrom, and (iiiB) the Lead Borrower may repurchase its capital stock or declare Total Net Leverage Ratio is less than 2.50 to 1.00 immediately before and pay cash dividends or other distributions if the Payment Conditions are then satisfied.after -85- (b) The No Loan Parties Party will, nor will not, and will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Subordinated 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 Subordinated Indebtedness, except: : (i) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtednessaccordance with the subordination provisions thereof; and (ii) refinancings of Subordinated Indebtedness described in clause (i), above, to the extent permitted not prohibited by Section 6.01; and (iii) the conversion of any Subordinated Indebtedness into common Equity Interests of the Company ; and .

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and nor will not 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 as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their capital its common stock or Qualified Preferred Stock payable solely in additional shares of their its common stockstock or Qualified Preferred Stock, or make cash payments in lieu of fractional shares, (ii) Subsidiaries (other than those directly owned, in whole or part, by the Subsidiaries of the Lead Borrower Borrower) may declare and pay dividends ratably with respect to their capital common stock, and (iii) the Lead Borrower may repurchase its capital stock may, at any time on or after March 2, 2013, declare and pay cash dividends with respect to its common stock and effect repurchases, redemptions or other distributions Restricted Payments with respect to its common stock,; provided that immediately prior and after giving effect to any such payment no Default or 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 payment, calculated on a pro forma basis as if such payment were made on the Payment Conditions are first day of such period, shall not be less than 1.00 to 1.00, (iv) the Borrower may pay cash dividends in an amount not to exceed $80,000,000 in any fiscal year of the 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 satisfiedoccurring, the Consolidated Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters most recently ended on or prior to the date of such payment, calculated on a pro forma basis as if such payment were made on the last day of such period (and excluding any such payments previously made pursuant to this clause during such four quarter period but attributed for purposes of this calculation to the last day of a prior period which day does not occur in such four quarter period) is not less than the ratio applicable to such period of four fiscal quarters under Section 6.12, (v) the Borrower and the Subsidiaries may make Restricted Payments consisting of the repurchase or other acquisition of shares of, or options to purchase shares of, capital stock of the Borrower 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 after the 2005 Restatement Effective Date, provided that any such repurchase or redemption is effected within 150 days after the receipt of such proceeds or (B) with other funds available to the Borrower if, immediately after giving effect to any such 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 less than 1.00 to 1.00. (b) The Loan Parties Borrower will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness (which, for purposes of this Section 6.08(b), shall include any Indebtedness, including the 2015 8.5% Convertible Notes, incurred pursuant to any of clauses (i) through (xx) of Section 6.01(a)), except: (i) payment payments or prepayments or exchanges of Indebtedness (including Refinancing Indebtedness) created under the Senior Loan Documents (including any Refinancing Amendment executed in accordance with Section 6.01(c)) and prepayments, repurchases or redemptions of Additional Senior Debt made in accordance with Section 2.11(c); (ii) payments of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted Indebtedness; andpursuant to Section 6.01(a); (iiiii) refinancings prepayments of Indebtedness described in permitted pursuant to clause (ivii), above(viii) or (ix) of Section 6.01(a) with the proceeds of, or in exchange for, Indebtedness permitted pursuant to clause (vii), (viii) or (ix) of Section 6.01(a), respectively; (iv) payments of secured Indebtedness that becomes due as a result of the extent permitted by Section 6.01.voluntary sale or transfer of the property or assets securing such Indebtedness;

Restricted Payments; Certain Payments of Indebtedness. (a) The No Loan Parties Party will not, and will 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 Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares of their common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or Payment other distributions if the Payment Conditions are then satisfiedthan Permitted Dividends. (b) The No Loan Parties Party will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any voluntary payment or other distribution (whether in cash cash, securities or other property) of or in respect of principal of or interest on any IndebtednessIndebtedness (other than the Obligations), or any voluntary 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 mandatory payments and mandatory prepayments of regularly scheduled interest and principal payments as and when due in respect of any permitted Permitted Indebtedness; provided that if an Event of Default then exists or would arise from the making of any such payment or prepayment, no part of the proceeds of any Loan or any Letter of Credit will be used (whether directly or indirectly) therefor; (ii) prepayments, exchanges, purchases, redemptions, retirements, acquisitions, cancellations or terminations (collectively, “Prepayments”) of Indebtedness so long as (1) (x) (i) the Payment Conditions shall have been satisfied, or (ii)(A) no Default or Event of Default has occurred and is continuing or shall occur after giving effect to such Prepayment, and (B) after giving pro forma effect to such Prepayment, Availability on the date of such Prepayment and for the sixty (60) days preceding such Prepayment shall be equal to or greater than twenty percent (20%) of the Line Cap, and (y) the Borrower shall have provided a certification to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, certifying as to the satisfaction of the conditions described in clauses (x) (i) or (ii), as applicable, or (2) the Covenant Conditions shall have been satisfied; and (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent the Indebtedness incurred in connection with such refinancing would otherwise be permitted by Section 6.01under this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and nor will not 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 Borrower may purchase or redeem its capital stock as long as no Default or Event of Default exists or would arise result therefrom (i) including, any Default arising as a result of the Loan Parties may declare and pay dividends with respect to their capital stock payable solely in additional shares violation of their common stockSection 7.01), (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stock, and (iii) Subsidiaries may make payment in respect of preferred Equity Interest issued under the Lead Borrower may repurchase its capital stock or declare and pay cash dividends or other distributions if the Payment Conditions are then satisfiedpermissions of Section 6.01(b) when such payments become due. (b) The Loan Parties Borrower will not, and nor will not it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, other than payments in respect of the Subordinated Debt prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (v) Subsidiaries may make payment in respect of preferred Equity Interest issued under the permissions of Section 6.01 (b) when such payments become due. (c) Neither the Borrower nor any Subsidiary shall enter into or be party to, or make any payment under, any Synthetic Purchase Agreement (other than the Equity Forward Agreement and any other Synthetic Purchase Agreement entered into in compliance with Section 6.01(a)(xiii)) unless (i) in the case of any Synthetic Purchase Agreement related to any Equity Interest, (A) the payments required to be made thereunder are limited to the $1,000,000 and (B) the obligations of the Borrower and the Subsidiaries thereunder are subordinated to the Indebtedness and other obligations arising hereunder and under the other Loan Documents on terms satisfactory to the Required Lenders and (ii) in the case of any Synthetic Purchase Agreement related to any subordinated Indebtedness, (A) the payments required to be made thereunder are limited to the amount permitted under Section 6.08 (b) of this Agreement and (B) the obligations of the Borrower and the Subsidiaries thereunder are subordinated to the Indebtedness and other obligations arising hereunder and under the other Loan Documents to at least the same extent as the subordinated Indebtedness to which such Synthetic Purchase Agreement relates. The Borrower shall promptly deliver to the Agent a copy of any Synthetic Purchase Agreement to which it becomes party.

Restricted Payments; Certain Payments of Indebtedness. (a) The Loan Parties Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment or incur any obligation, (contingent or otherwise) to do so, except as long as no Default or Event of Default exists or would arise therefrom (i) the Loan Parties Borrower may declare and pay dividends with respect to their its capital stock payable solely in additional shares of their its common stock, (ii) the Subsidiaries of the Lead Borrower may declare and pay dividends ratably with respect to their capital stockthe Borrower or any Guarantor that is a Loan Party, and (iii) the Lead Borrower may repurchase or redeem shares of its capital common stock provided that the aggregate amount paid by the Borrower for such repurchases and redemptions made at any time or declare and pay cash dividends or other distributions if after the Payment Conditions are then satisfiedEffective Date shall not at any time exceed $2,750,000. (b) The Loan Parties Borrower will not, and will not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 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 permitted Indebtedness; and, provided that no Default exists or would result from such payment; (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.018.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, provided that such sale or transfer is otherwise permitted by this Agreement; (v) payment or prepayment of Capital Lease Obligations, so long as no Default exists or would result therefrom; and (vi) payment when due of obligations under Hedging Agreements.